Common use of Securities Accounts and Commodity Accounts Clause in Contracts

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after the date hereof, Grantor shall establish or maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Grantor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor shall grant Control over any Investment Property to any person other than the Collateral Agent. (ii) As between the Secured Parties and the Grantors, the Grantors shall bear the investment risk with respect to all Investment Property constituting part of the Collateral and the risk of loss of, damage to, or the destruction of such Investment Property and any Commodity Contract or Commodity Account, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Assuming the due execution of Securities Account Control Agreements or Commodity Account Control Agreements, the Administrative Agent has a first priority security interest in each such Securities Account and Commodity Account (other than Excluded Accounts), which security interest is perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000Excluded Accounts) unless (1) it shall have given the Collateral Administrative Agent 10 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Administrative Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within three (3) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control. The Collateral Administrative Agent agrees with each Grantor Pledgor that the Collateral Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for which the Collateral Agent is the investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities IntermediaryAccount or Commodity Account. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Administrative Agent. (ii) As between the Secured Parties Administrative Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Administrative Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 11 to the Perfection Certificate. The Administrative Agent has a security interest in each such Securities Account and Commodity Account, which security interest, when required by Section 6.17 of the Credit Agreement, will be perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Administrative Agent 10 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control. The Collateral Administrative Agent agrees with each Grantor Pledgor that the Collateral Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for which the Collateral Agent is the investment, distribution or transfer of any Investment Property or Financial Asset maintained in such Securities IntermediaryAccount or Commodity Account. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Administrative Agent and the Notes Collateral Agent. (ii) As between the Secured Parties Administrative Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Administrative Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

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

Securities Accounts and Commodity Accounts. (iSchedule 3.4(c) No Grantor has consented to, nor is otherwise aware of, any other Person (other than hereto lists each Securities Account and Commodities Account of the Collateral Pledgors. Each Pledgor shall enter into and cause the applicable Securities Intermediary or Commodity Intermediary to enter into a Control Agreement with the Administrative Agent pursuant hereto) having Control over any with respect to each Securities Account or Commodities AccountCommodity Account listed on Schedule 3.4(c). From No Pledgor shall hereafter establish and after the date hereof, Grantor shall establish or maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity AccountAccount within 15 Business Days of establishing such Securities Account or Commodity Account (or such longer period as the Administrative Agent may agree in its reasonable discretion), as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within three (3) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control except for such cash as may be held in Exempt Deposit Accounts in accordance with the terms of this Agreement. The Collateral Administrative Agent agrees with each Grantor Pledgor that the Collateral Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply , or unless otherwise permitted pursuant to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities IntermediaryCredit Agreement. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Administrative Agent. (ii) . As between the Secured Parties Administrative Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Administrative Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 14 to the Perfection Certificate. With respect to each such Securities Account and Commodities Account, as of the date hereof, the applicable Securities Account Control Agreement or Commodities Account Control Agreement listed on Schedule 14 to the Perfection Certificate has been executed and delivered and the Collateral Agent has a First Priority security interest in each such Securities Account and Commodity Account (other than Excluded Securities Accounts and Excluded Commodities Accounts and Securities Accounts constituting Excluded Collateral), which security interest is perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity AccountAccount (other than Excluded Securities Accounts, Excluded Commodities Accounts and Securities Accounts constituting Excluded Collateral), as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within five days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) two immediately preceding sentences shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent or any of its affiliates is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person Person other than the Collateral Agent. (iii) As between the Secured Parties and the Grantors, the Grantors shall bear the investment risk with respect to all Investment Property constituting part of the Collateral and the risk of loss of, damage to, or the destruction of such Investment Property and any Commodity Contract or Commodity Account, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary(ii) subject to the terms of the Intercreditor Agreement, a Commodity Intermediarythe Revolving Credit Agent and (iii) in respect of any Deposit Account that holds only deposits posted by customers described in clause (j) of the definition of Excluded Collateral, any Grantor or any other personsuch customers.

Securities Accounts and Commodity Accounts. (ia) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Within 45 days after the date hereof (or such longer period of time as agreed to by the First Lien Agent in its sole discretion and so communicated to the Collateral Agent in writing as soon as practicable), the Collateral Agent will have a second priority security interest in each such Securities Account and Commodity Account (other than (i) Securities Accounts and Commodities Accounts established solely as payroll and other zero balance Accounts and (ii) other Commodities Accounts and Securities Accounts, so long as at any time the balance in any such Account does not exceed $50,000 and the aggregate balance in all such Accounts does not exceed $50,000), which security interest will be, in the case of Securities Accounts, upon the execution and delivery of a Securities Account Control Agreement with respect thereto, perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account (other than (i) Securities Accounts and Commodities Accounts established solely as payroll and other zero balance Accounts and (ii) other Commodities Accounts and Securities Accounts, so long as at any time the balance in any such Account does not exceed $50,000 and the aggregate balance in all such Accounts does not exceed $50,000) with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. At any time such requirements apply, the applicable Pledgor shall give notice thereof to the Collateral Agent in accordance with Section 13.2 of the Indenture and the Collateral Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited Each Pledgor agrees that once the Collateral Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for which the Collateral Agent is the investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities IntermediaryAccount or Commodity Account. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent and the First Lien Collateral Agent. (ii) . As between the Secured Parties Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 14 to the Perfection Certificate. With respect to each such Securities Account and Commodities Account, as of the date hereof, the applicable Securities Account Control Agreement or Commodities Account Control Agreement listed on Schedule 14 to the Perfection Certificate has been executed and delivered and the Collateral Agent has a First Priority security interest in each such Securities Account and Commodity Account (other than Excluded Securities Accounts, Excluded Commodities Accounts and Securities Accounts constituting Excluded Collateral), which security interest is perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity AccountAccount (other than Excluded Securities Accounts, Excluded Commodities Accounts and Securities Accounts constituting Excluded Collateral), as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within five days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an a Cash Dominion Trigger Event of Default has occurred and is continuing no subsequent Cash Dominion Recovery Event has occurred or, after giving effect to any such investment and withdrawal rights, a Cash Dominion Trigger Event would occur. The provisions of this Section 5.11(c) two immediately preceding sentences shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent or any of its affiliates is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than (i) the Collateral Agent, (ii) subject to the terms of the Intercreditor Agreement, the Term Loan Collateral Agent and (iii) in respect of any Deposit Account that holds only deposits posted by customers described in clause (j) of the definition of Excluded Collateral, such customers. (ii) As between the Secured Parties Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person Each Pledgor hereby represents and warrants that (other than the Collateral Agent pursuant hereto1) having Control over any Securities Account or Commodities Account. From and after as of the date hereof, Grantor it has neither opened nor maintains any Securities Accounts or Commodity Accounts in which the amount and/or fair market value, individually or in the aggregate, of the financial assets and/or commodity contracts, as the case may be, held from time to time in all such accounts does not exceed $100,000, other than those listed on Schedule 16 to the Perfection Certificate, (2) as of the date hereof, each applicable Pledgor and the relevant Securities Intermediary or Commodity Intermediary have executed and delivered a Securities Account Control Agreement or Commodity Account Control Agreement, as applicable, for each Securities Account or Commodity Account listed on Schedule 16 to the Perfection Certificate, or the Pledgors have closed such accounts, (3) the Collateral Agent has a valid, enforceable, perfected first priority security interest (other than Permitted Collateral Liens) in such Securities Accounts and Commodity Accounts by Control, and (4) it does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Pledged Securities and those maintained in Securities Accounts or Commodity Accounts listed on Schedule 16 to the Perfection Certificate or in respect of which the Collateral Agent has Control. If any Pledgor shall at any time hold or acquire any certificated securities constituting Investment Property and having a fair market value, individually or in the aggregate, in excess of $100,000, such Pledgor shall promptly (and in any event within five Business Days of acquiring such security) (a) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent or (b) deliver such securities into a Securities Account (other than an Excluded Account) with respect to which a Control Agreement is in effect in favor of the Collateral Agent. If any securities now or hereafter acquired by any Pledgor constituting Investment Property and having a fair market value, individually or in the aggregate, in excess of $100,000 are uncertificated and are issued to such Pledgor or its nominee directly by the issuer thereof, such Pledgor shall promptly (and in any event within five Business Days of acquiring such security) notify the Collateral Agent thereof and pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (a) cause the issuer to agree to comply with Entitlement Orders or other instructions from the Collateral Agent as to such securities, without further consent of any Pledgor or such nominee, (b) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account (other than an Excluded Account) with respect to which the Collateral Agent has Control or (c) arrange for the Collateral Agent to become the registered owner of the securities. The Pledgors shall not hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it the applicable Pledgor shall have given the Collateral Agent 10 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (3) except in the case of an Excluded Account, such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c3.4(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property (including any Excluded Account) to any person other than the Collateral Agent. (ii) As between the Secured Parties Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement security entitlement or deposit by, or subject to the Control control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person; provided, however, that nothing contained in this Section 3.4(c) shall release or relieve any Securities Intermediary or Commodity Intermediary of its duties and obligations to the Pledgors or any other person under any Control Agreement or under applicable Legal Requirements. Each Pledgor shall promptly pay all Charges and fees of whatever kind or nature with respect to the Investment Property and Pledged Securities pledged by it under this Agreement. In the event any Pledgor shall fail to make such payment contemplated in the immediately preceding sentence, the Collateral Agent may do so for the account of such Pledgor and the Pledgors shall promptly reimburse and indemnify the Collateral Agent from all reasonable costs and expenses incurred by the Collateral Agent under this Section 3.4(c) in accordance with Section 10.03 of the Credit Agreement.

Securities Accounts and Commodity Accounts. (ia) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Within forty-five (45) days after the Closing Date (or such longer period of time as agreed by the Administrative Agent in its sole discretion), the Administrative Agent will have a first priority security interest in each such Securities Account and Commodity Account, which security interest will be, in the case of Securities Accounts, upon the execution and delivery of a Securities Account Control Agreement with respect thereto, perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. At any time such requirements apply, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control. The Collateral Administrative Agent agrees with each Grantor Pledgor that the Collateral Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer Borrower of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for which the Collateral Agent is the investment, distribution Table of Contents or transfer of any Investment Property or financial asset maintained in such Securities IntermediaryAccount or Commodity Account. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Administrative Agent or, subject to the terms of the Intercreditor Agreement, the Second Lien Agent. (ii) . As between the Secured Parties Administrative Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Administrative Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 14 to the Perfection Certificate. The Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given give the Collateral Agent 10 days’ prior prompt written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary Intermediary, and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed execute and delivered deliver a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be within 60 days of the establishment of such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent unless otherwise permitted by the Collateral Agent. The Collateral Agent shall have no obligation to execute and deliver any Control Agreement that imposes any indemnity or other obligation on the Collateral Agent. (ii) As between the Secured Parties Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. The Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest shall promptly be perfected by Control but in any event within 180 days of the date hereof. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given give the Collateral Agent 10 days’ prior prompt written notice of its intention to establish that such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary has been established and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, such Pledgor and the Collateral Agent shall within sixty (60) days of the date of the acquisition of such Grantor shall Securities Account or Commodity Account have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as . Each Pledgor shall accept any cash and Investment Property in trust for the case may bebenefit of the Collateral Agent and shall promptly deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c3.4(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent. (ii) As between the Secured Parties Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 3(f) to the Perfection Certificate. Each Pledgor hereby grants the Collateral Agent a first priority security interest in each such Securities Account and Commodity Account, which security interest is or will be perfected by Control no later than 40 days from after the Closing Date. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given give the Collateral Agent 10 days’ prior prompt written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary Intermediary, and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed execute and delivered deliver a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be within 60 days of the establishment of such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent unless otherwise permitted by the Collateral Agent. The Collateral Agent shall have no obligation to execute and deliver any Control Agreement that imposes any indemnity or other obligation on the Collateral Agent. (ii) As between the Secured Parties Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Debtor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Except as otherwise permitted by the Credit Agreement, the Col- lateral Agent has a first priority security interest in each such Securities Account and Commodity Account (other than an Excluded Account), which security interest is perfected by Control. No Debtor shall hereafter establish or and maintain any Securities Account or Commodity Account (other than an Excluded Account) with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (3) such Securities Intermediary or Com- modity Intermediary, as the case may be, and such Grantor Debtor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Debtor shall accept any cash and Investment Property that constitutes Collateral in trust for the benefit of the Collateral Agent. The Collateral Agent agrees with each Grantor Debtor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer is- ▇▇▇▇ of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorDebtor, unless un- less an Event of Default has occurred and is continuing or, after giving effect to any such investment invest- ment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited Each Debtor agrees that once the Collateral Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account such Debtor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for which the Collateral Agent is the investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities IntermediaryAccount or Commodity Account. No Grantor Debtor shall grant Control over any Investment Property to any person other than the Collateral AgentAgent and the trustee or agent for the holders of Subordinated Notes. (iii) As between the Secured Parties Collateral Agent and the GrantorsDebtors, the Grantors Debtors shall bear the investment in- vestment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Debtor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 14 to the Perfection Certificate. Except as set forth on Schedule 14 to the Perfection Certificate, the Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c3.4(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent. (ii) As between the Secured Parties Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than Each Pledgor shall enter into and cause the applicable Securities Intermediary or Commodity Intermediary to enter into a Control Agreement with the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after the date hereof, Grantor shall establish or maintain any with respect to each Securities Account or Commodity Account listed on Schedule 10 to the Perfection Certificate other than Excluded Accounts. No Pledgor shall hereafter establish and maintain any Securities Account (other than an Excluded Account) or Commodity Account (other than an Excluded Account) with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within three (3) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control, except for (i) all cage cash required to be maintained as cash by the provisions of applicable Gaming Laws to satisfy minimum bankroll requirements, mandatory game security reserves, allowances for redemption of casino chips and tokens or payment of winning ▇▇▇▇▇▇ to gaming patrons and (ii) such cash as may be held in Excluded Accounts in accordance with the terms of this Agreement. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property (other than an Excluded Account) to any person other than the Collateral Agent and the Second Lien Collateral Agent. (ii) As between the Secured Parties and the Grantors, the Grantors shall bear the investment risk with respect to all Investment Property constituting part of the Collateral and the risk of loss of, damage to, or the destruction of such Investment Property and any Commodity Contract or Commodity Account, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other person.

Securities Accounts and Commodity Accounts. (i1) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Upon execution and delivery of the Securities Account Control Agreements and Commodity Account Control Agreements pursuant to Schedule 6.20 of the Credit Agreement, the Administrative Agent shall have a security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than an Excluded Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000Account) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may bebe shall have been executed and delivered to the Administrative Agent. Notwithstanding the foregoing, no Control Agreement shall be required with respect to Securities Accounts or Commodity Accounts for which the amount in such accounts does not exceed $2 million in the aggregate for all such Securities Accounts and Commodity Accounts (collectively, “Excluded Securities Accounts” and, together with any Excluded Deposit Accounts, “Excluded Ac counts”). The Collateral Administrative Agent agrees with each Grantor Pledgor that the Collateral Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for which the Collateral Agent is the investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities IntermediaryAccount or Commodity Account. No Grantor Pledgor shall grant Control over any Investment Property constituting Collateral to any person other than the Collateral Administrative Agent. (ii2) As between the Secured Parties Administrative Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Administrative Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person; provided, however, that nothing contained in this Section 3.4(c)(2) shall release or relieve any Securities Intermediary or Commodity Intermediary of its duties and obligations to any Pledgor or any other person under any Control Agreement or under applicable law.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 14 to the Perfection Certificate. The Collateral Agent has a perfected security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control (except with respect to any Securities Account that is an Excluded Account). No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account (except with respect to any Securities Account that is an Excluded Account) or Commodity Account, as the case may bebe within 15 days of the establishment of such Securities Account or Commodity Account (or such longer period of time as the Collateral Agent may agree to in writing). Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within two (2) Business Days of actual receipt thereof, deposit any and all cash and Security Entitlements received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control or, if in the ordinary course of business, an Excluded Account. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c3.4(c) shall not apply to any Financial Assets credited to a Securities Term Collateral Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person Person other than the Revolving Administrative Agent, Second Lien Collateral Agent and the Collateral Agent. (ii) As between the Secured Parties Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. The Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account (other than Excluded Accounts), which security interest Pledgor shall use commercially reasonable efforts to be perfected by Control within 90 days of the date hereof. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given give the Collateral Agent 10 days’ prior prompt written notice of its intention to establish that such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary has been established and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, such Pledgor and the Collateral Agent shall within sixty (60) days of the date of the acquisition of such Grantor shall Securities Account or Commodity Account have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as . Each Pledgor shall accept any cash and Investment Property in trust for the case may bebenefit of the Collateral Agent and shall promptly deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c3.4(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities IntermediaryIntermediary and Excluded Accounts. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent. (ii) As between the Secured Parties Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 15 to the Perfection Certificate. The Applicable Pledgor shall enter into a Securities Account Control Agreement or Commodity Account Control Agreement with the applicable Bank or financial institution with respect to each such Securities Account (other than any Excluded Account) or Commodity Account (other than any Excluded Account) within 30 days of the date hereof (or such longer period as may be agreed to by the Administrative Agent in its discretion). No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which unless the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, where such Securities Account or Commodity Account is maintained and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account (other than any Excluded Securities Account), as the case may bebe within 30 days after opening such account (or such longer period as may be agreed to by the Administrative Agent in its sole discretion). Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within 10 days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account. The Collateral Administrative Agent agrees with each Grantor Pledgor that the Collateral Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) two immediately preceding sentences shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Administrative Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Administrative Agent. (ii) As between the Secured Parties Administrative Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Administrative Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 14 to the Perfection Certificate. The Administrative Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Administrative Agent 10 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Administrative Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control. The Collateral Administrative Agent agrees with each Grantor Pledgor that the Collateral Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c4.04(g) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Administrative Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Administrative Agent. (ii) As between the Secured Parties and the Grantors, the Grantors shall bear the investment risk with respect to all Investment Property constituting part of the Collateral and the risk of loss of, damage to, or the destruction of such Investment Property and any Commodity Contract or Commodity Account, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other person.

Securities Accounts and Commodity Accounts. (ia) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Within forty-five (45) days after the Closing Date (or such longer period of time as agreed by the Administrative Agent in its sole discretion), the Administrative Agent will have a first priority security interest in each such Securities Account and Commodity Account, which security interest will be, in the case of Securities Accounts, upon the execution and delivery of a Securities Account Control Agreement with respect thereto, perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. At any time such requirements apply, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control. The Collateral Administrative Agent agrees with each Grantor Pledgor that the Collateral Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer Borrower of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for which the Collateral Agent is the investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities IntermediaryAccount or Commodity Account. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Administrative Agent. (ii) . As between the Secured Parties Administrative Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Administrative Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. The Administrative Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest will be, in the case of Securities Accounts, upon the execution and delivery of a Securities Account Control Agreement with respect thereto (which execution and delivery is required to be effected within 45 days from the date hereof (which deadline may be extended, in the sole discretion of the Administrative Agent, to up to 270 days from the date hereof)), perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Administrative Agent 10 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Administrative Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. The Collateral requirements in the preceding two sentences shall not apply to Securities Accounts or Commodity Accounts (i) in which no Pledgor at any time maintains, or reasonably expects to maintain, assets with a fair market value in excess of $100,000 or (ii) with a Securities Intermediary or Commodity Intermediary at which the Pledgors do not at any time maintain, or reasonably expect to maintain, assets with a fair market value in excess of $500,000 in the aggregate. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within three (3) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control. The Administrative Agent agrees with each Grantor Pledgor that the Collateral Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for which the Collateral Agent is the investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities IntermediaryAccount or Commodity Account. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Administrative Agent and the Second Lien Collateral Agent. (ii) As between the Secured Parties Administrative Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Administrative Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person Each Pledgor hereby represents and warrants that (other than the Collateral Agent pursuant hereto1) having Control over any Securities Account or Commodities Account. From and after as of the date hereof, Grantor it has neither opened nor maintains any Securities Accounts or Commodity Accounts in which the amount and/or fair market value, individually or in the aggregate, of the financial assets and/or commodity contracts, as the case may be, held from time to time in all such accounts does not exceed $1,000,000, other than those listed on Schedule 15(b) to the Perfection Certificate, (2) upon the execution and delivery of Securities Account Control Agreements or Commodity Account Control Agreements with respect to each Securities Account or Commodity Account (other than Excluded Accounts) listed on Schedule 15(b) to the Perfection Certificate (the “Initial Securities Accounts” and the “Initial Commodity Accounts,” respectively), the Collateral Agent shall have a valid, enforceable, perfected security interest subject to no Liens other than Permitted Liens in such Securities Accounts and Commodity Accounts by Control, and (3) as of the date hereof, it does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Pledged Securities and those maintained in Securities Accounts or Commodity Accounts listed on Schedule 15(b) to the Perfection Certificate or in respect of which the Collateral Agent has Control. If any Pledgor shall at any time hold or acquire any certificated securities constituting Investment Property and having a fair market value, individually or in the aggregate, in excess of $1,000,000, such Pledgor shall promptly (and in any event within 10 Business Days of acquiring such security) (a) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent (or if and so long as a Senior Credit Facility is in effect, similar to that provided to the Senior Credit Facility Agent) or (b) deliver such securities into a Securities Account (other than an Excluded Account) with respect to which a Control Agreement is in effect in favor of the Collateral Agent. If any securities now or hereafter acquired by any Pledgor constituting Investment Property and having a fair market value, individually or in the aggregate, in excess of $1,000,000 are uncertificated and are issued to such Pledgor or its nominee directly by the issuer thereof, such Pledgor shall promptly (and in any event within five Business Days of acquiring such security) notify the Collateral Agent thereof and pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent (or if and so long as a Senior Credit Facility is in effect, similar to that provided to the Senior Credit Facility Agent) either (a) cause the issuer to agree to comply with Entitlement Orders or other instructions from the Collateral Agent as to such securities, without further consent of any Pledgor or such nominee, (b) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account (other than an Excluded Account) with respect to which the Collateral Agent has Control or (c) arrange for the Collateral Agent to become the registered owner of the securities. The Pledgors shall not maintain any Initial Securities Account or Initial Commodities Account or hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (other than Securities Accounts an Excluded Account) such Pledgor shall have duly executed and Commodity Accounts with respect delivered (to which the aggregate value of Investment Property, Commodity Contracts and extent the other property contained therein does not, when combined with parties to the aggregate amount deposited in Deposit Accounts with respect to which no applicable Control Agreement has been delivered in reliance on clause (iii) of subsection (b) aboveare willing to execute and deliver such agreement), does not exceed $50,000) unless (1) it shall have given and used commercially reasonable efforts to cause the Collateral Agent 10 days’ prior written notice of its intention to establish such Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, to duly execute and such Grantor shall have duly executed and delivered deliver, a Control Agreement with respect to such Securities Account or Commodity Account, as the case may bebe within (i) in the case of an Initial Securities Account or Initial Commodities Account, 60 days from the date hereof and (ii) in the case of any such other Securities Account or Commodity Account, 30 days from the date of its establishment. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c3.4(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property (including any Excluded Account) to any person other than (x) the Collateral Agent. Agent or (iiy) As between the Secured Parties and the Grantors, the Grantors shall bear the investment risk with respect to all Investment Property constituting part of the Collateral and the risk of loss of, damage to, or the destruction of such Investment Property and any Commodity Contract or Commodity Account, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control ofIntercreditor Agreement, the Collateral Senior Credit Facility Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. The Administrative Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Administrative Agent 10 ten days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary (or such other or shorter notice as may be acceptable to the Administrative Agent, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Administrative Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall promptly deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control, except with respect to Investment Property with an aggregate value not exceeding $250,000 at any time. The Collateral Administrative Agent agrees with each Grantor Pledgor that the Collateral Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for which the Collateral Agent is the investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities IntermediaryAccount or Commodity Account. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Administrative Agent. (ii) As between the Secured Parties Administrative Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all Investment Property constituting part of the Collateral and the risk of loss of, damage to, or the destruction of such Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Administrative Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) No As of the date hereof each Grantor has consented to, nor is otherwise aware of, any other Person (no Securities Accounts or Commodity Accounts other than those listed in Schedule V and the Collateral Agent pursuant hereto) having Control over any has a perfected first priority security interest in such Securities Account or Commodities AccountAccounts and Commodity Accounts by Control. From and after the date hereof, No Grantor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which unless(1) the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it applicable Grantor shall have given the Collateral Agent 10 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Grantor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property (other than any Investment Property pledged pursuant to Section 3.02 received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Grantor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor shall grant Control control over any Investment Property to any person other than the Collateral Agent. (ii) As between the Secured Parties and the Grantors, the Grantors shall bear the investment risk with respect to all Investment Property constituting part of the Collateral and the risk of loss of, damage to, or the destruction of such Investment Property and any Commodity Contract or Commodity Account, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented toSubject to Section 5.14 of the Credit Agreement, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto1) having Control over any Securities Account or Commodities Account. From and after as of the date hereof, Grantor no Pledgor has opened nor maintains any Securities Accounts or Commodity Accounts other than those listed in Schedule 16 to the Perfection Certificate, (2) no later than thirty (30) days after the date hereof (as such period may be extended in the sole discretion of the Administrative Agent), each applicable Pledgor and the relevant Securities Intermediary or Commodity Intermediary shall have executed and delivered a Securities Account Control Agreement or Commodity Account Control Agreement, as applicable, for each Securities Account or Commodity Account listed in Schedule 16 to the Perfection Certificate, or the Pledgors shall have closed such accounts, (3) no later than thirty (30) days after the date hereof (as such period may be extended in the sole discretion of the Administrative Agent), the Collateral Agent shall have a valid, enforceable, perfected first priority security interest (other than Permitted Liens) in such Securities Accounts and Commodity Accounts by Control and (4) as of the date hereof, no Pledgor holds, owns or has any interest in any certificated securities or uncertificated securities other than those constituting Pledged Securities and those maintained in Securities Accounts or Commodity Accounts listed on Schedule 16 to the Perfection Certificate or in respect of which the Collateral Agent has Control. If any Pledgor shall at any time hold or acquire any certificated securities constituting Investment Property with a fair market value, individually or in the aggregate, in excess of $500,000, such Pledgor shall promptly (and in any event within thirty (30) days of acquiring such security) (a) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent or (b) deliver such securities into a Securities Account with respect to which a Control Agreement is in effect in favor of the Collateral Agent. If any securities now or hereafter acquired by any Pledgor constituting Investment Property and having a fair market value, individually or in the aggregate, in excess of $500,000 are uncertificated and are issued to such Pledgor or its nominee directly by the issuer thereof, such Pledgor shall promptly (and in any event within thirty (30) days of acquiring such security (as such period may be extended in the sole discretion of the Administrative Agent)) notify the Collateral Agent thereof and pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (a) cause the issuer to agree to comply with Entitlement Orders or other instructions from the Collateral Agent as to such securities, without further consent of any Pledgor or such nominee, (b) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account with respect to which the Collateral Agent has Control or (c) arrange for the Collateral Agent to become the registered owner of the securities. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it the applicable Pledgor shall have given the Collateral Agent 10 notice within thirty (30) days’ prior written notice after establishment of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within ten (10) days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to the Collateral Agent’s Control. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c3.4(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent. (ii) As between the Secured Parties Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person; provided, however, that nothing contained in this Section 3.4(c) shall release or relieve any Securities Intermediary or Commodity Intermediary of its duties and obligations to the Pledgors or any other person under any Control Agreement or under applicable Legal Requirements. Each Pledgor shall promptly pay all Charges and fees of whatever kind or nature with respect to the Investment Property and Pledged Securities pledged by it under this Agreement. In the event any Pledgor shall fail to make such payment contemplated in the immediately preceding sentence, the Collateral Agent may do so for the account of such Pledgor and the Pledgors shall promptly reimburse and indemnify the Collateral Agent from all costs and expenses incurred by the Collateral Agent under this Section 3.4(c) in accordance with Section 10.03 of the Credit Agreement.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Each Pledgor shall on or before the Closing Date or within the time period expressly permitted under the Loan Agreement or other Loan Documents enter into a Control Agreement with respect to each such Securities Account, other than the Excluded Accounts, to ensure that the Secured Party has a first priority security interest in each such Securities Account perfected by Control, subject to Permitted Liens. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account (other than Excluded Accounts) with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days’ Secured Party prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. The Collateral Agent Each Pledgor agrees with each Grantor that once the Collateral Agent shall not give any Entitlement Orders Secured Party sends an instruction or instructions or directions notice to any issuer of uncertificated securities, a Securities Intermediary or Commodity Intermediary, Intermediary exercising its Control over any Securities Account and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Grantor, unless Commodity Account when an Event of Default has occurred and is continuing orcontinuing, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) Pledgor shall not apply give any instructions or orders with respect to any Financial Assets credited to a such Securities Account and Commodity Account including, without limitation, instructions for which the Collateral Agent is the investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities IntermediaryAccount or Commodity Account. No Grantor Pledgor shall grant Control over any Investment Property Property, other than Excluded Accounts, to any person other than the Collateral AgentSecured Party. (iii) As between the Secured Parties Party and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral AgentSecured Party, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person. [*****] Raptor Pharmaceutical Corp. has requested confidential treatment of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. The Administrative Agent has a perfected security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control (except with respect to any Securities Account that is an Excluded Account). No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Administrative Agent 10 ten (10) days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Administrative Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may bebe concurrently with the establishment of such Securities Account or Commodity Account. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Security Entitlements received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control or, if in the ordinary course of business, an Excluded Account. The Collateral Administrative Agent agrees with each Grantor Pledgor that the Collateral Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person Person other than the Collateral Administrative Agent. (ii) As between the Secured Parties Administrative Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Administrative Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 3(f) to the Perfection Certificate. Each Pledgor hereby grants the Collateral Agent a second priority security interest in each such Securities Account and Commodity Account, which security interest is or will be perfected by Control no later than 40 days from after the Closing Date. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given give the Collateral Agent 10 days’ prior prompt written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary Intermediary, and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed execute and delivered deliver a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be within 60 days of the establishment of such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent unless otherwise permitted by the Collateral Agent. The Collateral Agent shall have no obligation to execute and deliver any Control Agreement that imposes any indemnity or other obligation on the Collateral Agent. (ii) As between the Secured Parties Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (iSchedule 3.4(c) No Grantor has consented to, nor is otherwise aware of, any other Person (other than hereto lists each Securities Account and Commodities Account of the Collateral Pledgors. Each Pledgor shall enter into and cause the applicable Securities Intermediary or Commodity Intermediary to enter into a Control Agreement with the Administrative Agent pursuant hereto) having Control over any with respect to each Securities Account or Commodities AccountCommodity Account listed on Schedule 3.4(c). From No Pledgor shall hereafter establish and after the date hereof, Grantor shall establish or maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity AccountAccount within 15 Business Days of establishing such Securities Account or Commodity Account (or such longer period as the Administrative Agent may agree in its reasonable discretion), as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within three (3) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control except for such cash as may be held in Exempt Deposit Accounts in accordance with the terms of this Agreement. The Collateral Administrative Agent agrees with each Grantor Pledgor that the Collateral Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply , or unless otherwise permitted pursuant to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities IntermediaryCredit Agreement. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Administrative Agent and, subject to the terms of the Intercreditor Agreement, the Revolver Agent. (ii) . As between the Secured Parties Administrative Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Administrative Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. As of the Closing Date, each Pledgor hereby represents and warrants that, it has neither opened nor maintains any Securities Accounts or Commodity Accounts in which the amount and/or fair market value of the financial assets and/or commodity contracts, as the case may be, held from time to time in such accounts exceeds $500,000 in the aggregate, other than those listed on Schedule 16(b) to the Perfection Certificate. The Collateral Agent has a valid, enforceable, perfected first priority Lien under applicable U.S. state law (isubject to Permitted Liens) No Grantor has consented to, nor is otherwise aware of, any other Person in each such Securities Accounts and Commodity Accounts (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities AccountCommodity Account which is Excluded Property), which security interest is perfected by Control; provided that if, despite the use of commercially reasonable efforts, the Pledgors are unable to provide for such perfection by Control in any such Securities Account or Commodity Account on the Closing Date, the Pledgors shall continue to use commercially reasonable efforts to provide for perfection by Control in all such Securities Accounts and Commodity Accounts within 60 days (or such longer period as the Collateral Agent may approve in its sole discretion) following the Closing Date. From As of the Closing Date, each Pledgor hereby represents and after warrants that it does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Pledged Securities and those maintained in Securities Accounts or Commodity Accounts listed on Schedule 16(b) to the date hereofPerfection Certificate or in respect of which the Collateral Agent has Control. If any Pledgor shall at any time hold or acquire any certificated securities constituting Investment Property and having a fair market value in excess of $200,000 in the aggregate, Grantor such Pledgor shall establish promptly (and in any event within 15 days of acquiring such security (or maintain such longer period as the Collateral Agent may approve in its sole discretion)) (i) endorse, (except in the case of ULC Shares) assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent or (ii) deliver such securities into a Securities Account with respect to which a Control Agreement is in effect in favor of the Collateral Agent. If any securities now or hereafter acquired by any Pledgor constituting Investment Property and having a fair market value in excess of $200,000 in the aggregate are uncertificated and are issued to such Pledgor or its nominee directly by the issuer thereof, such Pledgor shall promptly (and in any event within 15 days of acquiring such security) notify the Collateral Agent thereof and pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (A) cause the issuer to agree to comply with Entitlement Orders or other instructions from the Collateral Agent as to such securities, without further consent of any Pledgor or such nominee, (B) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account with respect to which the Collateral Agent has Control or (C) except in the case of ULC Shares, arrange for the Collateral Agent to become the registered owner of the securities. If any Pledgor hereafter establishes and maintains any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which Intermediary, unless the aggregate value of Investment assets contained therein constitute Excluded Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered to the Collateral Agent a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securitiessecurities or, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would immediately occur. The provisions of this Section 5.11(c3.4(e) shall not apply to any Financial Assets Investment Property credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent. (ii) As between the Secured Parties and the Grantors, the Grantors shall bear the investment risk with respect to all Investment Property constituting part of the Collateral and the risk of loss of, damage to, or the destruction of such Investment Property and any Commodity Contract or Commodity Account, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented toSubject to Section 5.14 of the Credit Agreement, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto1) having Control over any Securities Account or Commodities Account. From and after as of the date hereof, Grantor no Pledgor has opened nor maintains any Securities Accounts or Commodity Accounts other than those listed in Schedule 16 to the Perfection Certificate, (2) no later than sixty (60) days after the date hereof (as such period may be extended in the sole discretion of the Administrative Agent), each applicable Pledgor and the relevant Securities Intermediary or Commodity Intermediary shall have executed and delivered a Securities Account Control Agreement or Commodity Account Control Agreement, as applicable, for each Securities Account or Commodity Account listed in Schedule 16 to the Perfection Certificate other than Securities Accounts or Commodity Accounts holding securities constituting Investment Property (other than Excluded Assets) with a fair market value of not more $1,500,000 in the aggregate, or the Pledgors shall have closed such accounts, (3) no later than sixty (60) days after the date hereof (as such period may be extended in the sole discretion of the Administrative Agent), the Collateral Agent shall have a valid, enforceable, perfected first priority security interest (other than Permitted Liens) in such Securities Accounts and Commodity Accounts by Control and (4) as of the date hereof, no Pledgor holds, owns or has any interest in any certificated securities or uncertificated securities other than those constituting Pledged Securities and those maintained in Securities Accounts or Commodity Accounts listed on Schedule 16 to the Perfection Certificate or in respect of which the Collateral Agent has Control. If any Pledgor shall at any time hold or acquire any certificated securities constituting Investment Property with a fair market value, individually or in the aggregate, in excess of $1,000,000, such Pledgor shall promptly (and in any event within thirty (30) days of acquiring such security) (a) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent or (b) deliver such securities into a Securities Account with respect to which a Control Agreement is in effect in favor of the Collateral Agent. If any securities now or hereafter acquired by any Pledgor constituting Investment Property and having a fair market value, individually or in the aggregate, in excess of $1,000,000 are uncertificated and are issued to such Pledgor or its nominee directly by the issuer thereof, such Pledgor shall promptly (and in any event within thirty (30) days of acquiring such security (as such period may be extended in the sole discretion of the Administrative Agent)) notify the Collateral Agent thereof and pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (a) cause the issuer to agree to comply with Entitlement Orders or other instructions from the Collateral Agent as to such securities, without further consent of any Pledgor or such nominee, (b) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account with respect to which the Collateral Agent has Control or (c) arrange for the Collateral Agent to become the registered owner of the securities. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it the applicable Pledgor shall have given the Collateral Agent 10 notice within thirty (30) days’ prior written notice after establishment of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within ten (10) days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to the Collateral Agent’s Control. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c3.4(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent. (ii) As between the Secured Parties Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person; provided, however, that nothing contained in this Section 3.4(c) shall release or relieve any Securities Intermediary or Commodity Intermediary of its duties and obligations to the Pledgors or any other person under any Control Agreement or under applicable Legal Requirements. Each Pledgor shall promptly pay all Charges and fees of whatever kind or nature with respect to the Investment Property and Pledged Securities pledged by it under this Agreement. In the event any Pledgor shall fail to make such payment contemplated in the immediately preceding sentence, the Collateral Agent may do so for the account of such Pledgor and the Pledgors shall promptly reimburse and indemnify the Collateral Agent from all costs and expenses incurred by the Collateral Agent under this Section 3.4(c) in accordance with Section 10.03 of the Credit Agreement.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 14 to the Perfection Certificate. The Collateral Agent has a First Priority security interest in each such Securities Account and Commodity Account (other than Excluded Securities Accounts and Excluded Commodities Accounts), which security interest is perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 30 days’ (or such shorter period as may be determined by the Collateral Agent in its sole discretion) prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity AccountAccount (other than Excluded Securities Accounts and Excluded Commodities Accounts), as the case may be. The Collateral Agent agrees with each Grantor that Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent shall not give and within five days of actual receipt thereof, deposit any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Grantor, unless an Event of Default has occurred all cash and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor shall grant Control over any Investment Property to any person other than the Collateral Agent. (ii) As between the Secured Parties and the Grantors, the Grantors shall bear the investment risk with respect to all Investment Property constituting part of the Collateral and the risk of loss of, damage to, or the destruction of such Investment Property and any Commodity Contract or Commodity Account, whether in the possession of, or maintained as received by it into a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other person.Deposit

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person Each Pledgor hereby represents and warrants that (other than the Collateral Agent pursuant hereto1) having Control over any Securities Account or Commodities Account. From and after as of the date hereof, Grantor it has neither opened nor maintains any Securities Accounts or Commodity Accounts other than those listed on Schedule 10 to the Perfection Certificate, (2) within 75 days following the date hereof, each applicable Pledgor and the relevant Securities Intermediary or Commodity Intermediary shall have used commercially reasonable efforts to execute and deliver a Securities Account Control Agreement or Commodity Account Control Agreement, as applicable, for each Securities Account or Commodity Account (other than Excluded Accounts) listed on Schedule 10 to the Perfection Certificate, or the Pledgors have closed such accounts, (3) the Collateral Agent has a valid, enforceable, perfected security interest (subject to Permitted Liens) in such Securities Accounts and Commodity Accounts (which perfected security interest also shall be by Control as required pursuant to clause (2) above) except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, and (4) it does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Pledged Securities and those maintained in Securities Accounts or Commodity Accounts listed on Schedule 10 to the Perfection Certificate or in respect of which the Collateral Agent has Control, except as otherwise permitted in this Agreement. If any Pledgor shall at any time hold or acquire any certificated securities constituting Investment Property (other than Excluded Assets) and having a fair market value of $250,000 or more individually or $500,000 in the aggregate, such Pledgor shall promptly (and in any event within 30 days of acquiring such security) (a) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank or (b) deliver such securities into a Securities Account with respect to which a Control Agreement is in effect in favor of the Collateral Agent. If any securities now or hereafter acquired by any Pledgor constituting Investment Property (other than Excluded Assets) and having a fair market value of $250,000 or more individually or $500,000 in the aggregate are uncertificated and are issued to such Pledgor or its nominee directly by the issuer thereof, such Pledgor shall, if necessary to perfect a security interest (subject to Permitted Liens), promptly (and in any event within 30 days of acquiring such security) notify the Collateral Agent thereof and pursuant to an agreement either (a) cause the issuer to agree to comply with Entitlement Orders or other instructions from the Collateral Agent as to such securities, without further consent of any Pledgor or such nominee, (b) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account (other than an Excluded Account) with respect to which the Collateral Agent has Control or (c) arrange for the Collateral Agent to become the registered owner of the securities. The Pledgors shall not hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may bebe (or an amendment to an existing Control Agreement) with respect to such Securities Account or Commodity Account, in each case, to the extent an existing Control Agreement does not already cover such Securities Account or Commodity Account, within 75 days following the date of opening such Securities Account or Commodity Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions (or, in the case of Securities Accounts and Commodities Accounts for which the Collateral Agent is the Securities Intermediary or Commodity Intermediary, take similar internal administrative action) to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing orcontinuing. Except to the extent set forth in the immediately preceding sentence, after giving effect to any such investment and withdrawal rights, would occur. The the provisions of this Section 5.11(c3.4(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person Person other than the First Priority Collateral Agent or, subject to the terms of the Intercreditor Agreement if in effect, the Collateral Agent. (ii) As between the Secured Parties Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other personPerson; provided, however, that nothing contained in this Section 3.4(c) shall release or relieve any Securities Intermediary or Commodity Intermediary of its duties and obligations to the Pledgors or any other Person under any Control Agreement or under applicable Legal Requirements; provided, further, that nothing herein shall relieve the Collateral Agent from any liability relating to the loss of, damage to, or the destruction of Investment Property and Pledged Securities in its possession to the extent resulting from the Collateral Agent’s gross negligence, bad faith or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision. Each Pledgor shall promptly pay all Charges and fees of whatever kind or nature with respect to the Investment Property and Pledged Securities pledged by it under this Agreement, except for Charges that are immaterial or are being contested in good faith by appropriate proceedings and for which such Pledgor has set aside on its books adequate reserves in accordance with GAAP. In the event any Pledgor shall fail to make such payment contemplated in the immediately preceding sentence, the Collateral Agent may (but shall not be obligated to) do so for the account of such Pledgor and the Pledgors shall promptly reimburse and indemnify the Collateral Agent from all reasonable and documented costs and expenses incurred by the Collateral Agent under this Section 3.4(c) in accordance with Section 10.11 of the Indenture.

Securities Accounts and Commodity Accounts. (i) No As of the date hereof each Grantor has consented to, nor is otherwise aware of, any other Person (no Securities Accounts or Commodity Accounts other than those listed in Schedule V and the Collateral Agent pursuant hereto) having Control over any has a perfected first priority security interest in such Securities Account or Commodities AccountAccounts and Commodity Accounts by Control. From and after the date hereof, No Grantor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it the applicable Grantor shall have given the Collateral Agent 10 30 days’ ' prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Grantor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property (other than any Investment Property pledged pursuant to Section 3.02 received by it into a Deposit Account or Securities Account subject to Collateral Agent's Control. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Grantor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor shall grant Control control over any Investment Property to any person other than the Collateral Agent. (ii) As between the Secured Parties and the Grantors, the Grantors shall bear the investment risk with respect to all Investment Property constituting part of the Collateral and the risk of loss of, damage to, or the destruction of such Investment Property and any Commodity Contract or Commodity Account, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 14 to the Perfection Certificate. The Collateral Agent has a First Priority security interest in each such Securities Account and Commodity Account (other than Excluded Securities Accounts and Excluded Commodities Accounts), which security interest is perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 30 days’ (or such shorter period as may be determined by the Collateral Agent in its sole discretion) prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity AccountAccount (other than Excluded Securities Accounts and Excluded Commodities Accounts), as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within five days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an a Cash Dominion Trigger Event of Default has occurred and is continuing no subsequent Cash Dominion Recovery Event has occurred or, after giving effect to any such investment and withdrawal rights, a Cash Dominion Trigger Event would occur. The provisions of this Section 5.11(c) two immediately preceding sentences shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent. (ii) As between the Secured Parties and the GrantorsAgent and, the Grantors shall bear the investment risk with respect to all Investment Property constituting part of the Collateral and the risk of loss of, damage to, or the destruction of such Investment Property and any Commodity Contract or Commodity Account, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control ofterms of the Intercreditor Agreement, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other personTerm Loan Agents.

Securities Accounts and Commodity Accounts. (i) No As of the date hereof each Grantor has consented to, nor is otherwise aware of, any other Person (no Securities Accounts or Commodity Accounts other than those listed in Schedule V and the Collateral Agent pursuant hereto) having Control over any has a perfected first priority security interest in such Securities Account or Commodities AccountAccounts and Commodity Accounts by Control. From and after the date hereof, No Grantor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it the applicable Grantor shall have given the Collateral Agent 10 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Grantor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property (other than any Investment Property pledged pursuant to Section 3.02 received by it) into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Grantor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor shall grant Control control over any Investment Property to any person other than the Collateral Agent. (ii) As between the Secured Parties and the Grantors, the Grantors shall bear the investment risk with respect to all Investment Property constituting part of the Collateral and the risk of loss of, damage to, or the destruction of such Investment Property and any Commodity Contract or Commodity Account, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor As of the date hereof, no Pledgor has consented to, nor is otherwise aware of, any other Person (Securities Accounts or Commodity Accounts other than those listed in Section 8(b) of the Collateral Agent pursuant hereto) having Control over Perfection Certificate. Upon the request of the Administrative Agent, in its sole discretion, at any Securities Account or Commodities Account. From and time after the date hereof, Grantor each Pledgor shall and shall cause the applicable Securities Intermediary or Commodity Intermediary of each Securities Account or Commodity Account of such Pledgor, within 30 days after such request (or such later date as the Administrative Agent may approve), to enter into a Control Agreement in form and substance reasonably satisfactory to the Administrative Agent, such that upon the effectiveness of such Control Agreement, the Administrative Agent will have a first priority security interest in each pledged Securities Account and Commodity Account, which security interest is perfected by Control. After such request of the Administrative Agent as described in the previous sentence, no Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which unless as promptly as practicable after the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) establishment thereof such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. The Collateral requirement in the preceding sentence shall not apply to any Securities Account or Commodity Account the daily balance of which does not exceed [$1,000,000] for any such account or [$5,000,000] for all such accounts. Upon the effectiveness of a Control Agreement entered into pursuant to this clause (c), each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within one [(1) Business Day] of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control. The Administrative Agent agrees with each Grantor Pledgor that the Collateral Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account, and such Pledgor having knowledge thereof, such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for which the Collateral Agent is the investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities IntermediaryAccount or Commodity Account. No Grantor Pledgor shall grant Control over any Investment Property to any person other than (i) the Collateral Administrative Agent. , or (ii) As between the Secured Parties and the Grantors, the Grantors shall bear the investment risk with respect pursuant to all Investment Property constituting part a Permitted Lien of the Collateral and type described in clauses (ii), (iv), (xi), (xii), (xiii), (xvii), (xix), (xxiv), (xxv) or (xxvii) of the risk definition of loss of, damage to, or the destruction of such Investment Property and any Commodity Contract or Commodity Account, whether Permitted Lien set forth in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other personCredit Agreement.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 14 to the Perfection Certificate. The Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 30 days’ ' prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent's Control. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c3.4(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent. (ii) As between the Secured Parties Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. The Collateral Agent has a second priority security interest in each such Securities Account and Commodity Account, which security interest will be, in the case of Securities Accounts, upon the execution and delivery of a Securities Account Control Agreement with respect thereto (which execution and delivery is required to be effected within 180 days from the date hereof to the extent possible after using commercially reasonable efforts), perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. The requirements in the preceding two sentences shall not apply to Securities Accounts or Commodity Accounts (i) in which no Pledgor at any time maintains, or reasonably expects to maintain, assets with a fair market value in excess of $100,000 or (ii) with a Securities Intermediary or Commodity Intermediary at which the Pledgors do not at any time maintain, or reasonably expect to maintain, assets with a fair market value in excess of $500,000 in the aggregate. At any time such requirements apply, the applicable Pledgor shall give notice thereof to the Collateral Agent in accordance with Section 13.2 of the Indenture and the Collateral Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within three (3) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited Each Pledgor agrees that once the Collateral Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for which the Collateral Agent is the investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities IntermediaryAccount or Commodity Account. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent and the First Lien Collateral Agent. (ii) As between the Secured Parties Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person Each Pledgor hereby represents and warrants that (other than the Collateral Agent pursuant hereto1) having Control over any Securities Account or Commodities Account. From and after as of the date hereof, Grantor it has neither opened nor maintains any Securities Accounts or Commodity Accounts in which the amount and/or fair market value, individually or in the aggregate, of the financial assets and/or commodity contracts, as the case may be, held from time to time in all such accounts does not exceed $1,000,000, other than those listed on Schedule 15(b) to the Perfection Certificate, (2) as of the date hereof, each applicable Pledgor and the relevant Securities Intermediary or Commodity Intermediary have executed and delivered a Securities Account Control Agreement or Commodity Account Control Agreement, as applicable, for each Securities Account or Commodity Account (other than Excluded Accounts) listed on Schedule 15(b) to the Perfection Certificate, or the Pledgors have closed such accounts, (3) upon the execution and delivery of such Securities Account Control Agreements or Commodity Account Control Agreements, the Collateral Agent shall have a valid, enforceable, perfected first priority security interest (other than Permitted Collateral Liens) in such Securities Accounts and Commodity Accounts by Control, and (4) as of the date hereof, it does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Pledged Securities and those maintained in Securities Accounts or Commodity Accounts listed on Schedule 15(b) to the Perfection Certificate or in respect of which the Collateral Agent has Control. If any Pledgor shall at any time hold or acquire any certificated securities constituting Investment Property and having a fair market value, individually or in the aggregate, in excess of $1,000,000, such Pledgor shall promptly (and in any event within 10 Business Days of acquiring such security) (a) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent or (b) deliver such securities into a Securities Account (other than an Excluded Account) with respect to which a Control Agreement is in effect in favor of the Collateral Agent. If any securities now or hereafter acquired by any Pledgor constituting Investment Property and having a fair market value, individually or in the aggregate, in excess of $1,000,000 are uncertificated and are issued to such Pledgor or its nominee directly by the issuer thereof, such Pledgor shall promptly (and in any event within five Business Days of acquiring such security) notify the Collateral Agent thereof and pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (a) cause the issuer to agree to comply with Entitlement Orders or other instructions from the Collateral Agent as to such securities, without further consent of any Pledgor or such nominee, (b) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account (other than an Excluded Account) with respect to which the Collateral Agent has Control or (c) arrange for the Collateral Agent to become the registered owner of the securities. The Pledgors shall not hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2an Excluded Account) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have (or, promptly thereafter, but in any event, within 30 days from such date or such longer period as may be agreed by the Collateral Agent in writing in its sole discretion) duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c3.4(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property (including any Excluded Account) to any person other than (i) the Collateral Agent or (ii) subject to the Intercreditor Agreement, the Second Lien Notes Collateral Agent. (ii) As between the Secured Parties and the Grantors, the Grantors shall bear the investment risk with respect to all Investment Property constituting part of the Collateral and the risk of loss of, damage to, or the destruction of such Investment Property and any Commodity Contract or Commodity Account, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those (if any) listed in Schedule 14 to the Perfection Certificate. The Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account (subject only to Liens in favor of the Bank Collateral Agent pursuant to the Credit Facility Documents), which security interest is perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered to the Collateral Agent, or to the Bank Collateral Agent in accordance with the Intercreditor Agreement, a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. The Each Pledgor shall accept any cash and Investment Property (other than the Excluded Property) in trust for the benefit of the Collateral Agent, or the Bank Collateral Agent pursuant to the Credit Facility Documents, and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property (other than Excluded Property) received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control, or the Bank Collateral Agent’s Control pursuant to the Credit Facility Documents. Subject to the Intercreditor Agreement, the Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c3.4(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent. (ii) As between the Secured Parties and the Grantors, the Grantors shall bear the investment risk with respect to all Investment Property constituting part of the Collateral and the risk of loss of, damage to, or the destruction of such Investment Property and any Commodity Contract or Commodity Account, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, Bank Collateral Agent pursuant to the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other personCredit Facility Documents.

Securities Accounts and Commodity Accounts. (ia) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts containing cash or securities with a value in excess of $500,000 at any time other than those listed in Schedule 12 to the Perfection Certificate. Upon the execution and delivery by the applicable Loan Party, the applicable Securities Intermediary or Commodity Intermediary and the Collateral Agent of a Control Agreement in respect of any such Securities Account or Commodity Account in accordance with Section 5.14 of the Credit Agreement, the Collateral Agent’s security interest in each such Securities Account and Commodity Account will be perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with a value in excess of $500,000 at any time with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c3.4(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent. (ii) As between the Secured Parties and the Grantors, the Grantors shall bear the investment risk with respect to all Investment Property constituting part of the Collateral and the risk of loss of, damage to, or the destruction of such Investment Property and any Commodity Contract or Commodity Account, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 11 to the Perfection Certificate. The Collateral Agent has a security interest in each such Securities Account and Commodity Account, which security interest, when required by Section 6.17 of the Credit Agreement, is perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur, and notice shall have been given by the Collateral Agent to the Issuer of its intent to exercise such rights. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited Each Pledgor agrees that once the Collateral Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account (with a copy of such instruction or notice to the Issuer) such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for which the Collateral Agent is the investment, distribution or transfer of any Investment Property or Financial Asset maintained in such Securities IntermediaryAccount or Commodity Account. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent and the Administrative Agent. (ii) As between the Secured Parties Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 3.4(c) hereto. The Collateral Agent has a second priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be, within 30 Business Days of the establishment of such Securities Account or Commodity Account (or such longer period as may be agreed to by the Collateral Agent). The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect and the Collateral Agent has delivered prior written notice to any the applicable Pledgor; provided that the Collateral Agent agrees to notify promptly the applicable Bank upon the cure or waiver of such investment and withdrawal rights, would occurEvent of Default to permit the applicable Pledgor access to the Securities Account. The provisions of this Section 5.11(c3.4(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent. (ii) As between the Secured Parties Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person. With respect to the Pledged Collateral in the Collateral Agent’s possession (including any Investment Property or Pledged Securities) the Collateral Agent shall accord treatment substantially equivalent to that which the Collateral Agent, in its individual capacity, accords to its own property consisting of similar investments or interests.

Securities Accounts and Commodity Accounts. (ia) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor shall establish other than Excluded Accounts, no Pledgor has any Securities Accounts or maintain Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Assuming the due execution of the respective Securities Account Control Agreements or Commodity Account Control Agreements (to the extent possible after using commercially reasonable efforts), the Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control. To the extent a Pledgor establishes or maintains any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall use commercially reasonable efforts to have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be, within the later of (i) sixty (60) days following the Closing Date with respect to such Securities Account or Commodity Account existing on the Closing Date or (ii) sixty (60) days after any such Securities Account or Commodity Account is established, provided, however, that such commercially reasonable efforts shall not require any Pledgor to make out-of-pocket expenditures (other than reasonable attorney’s fees and expenses, but specifically excluding the payment of any consideration or other compensation to any person). The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions Each Pledgor agrees that once the Collateral Agent, after the occurrence and during the continuation of this Section 5.11(c) shall not apply to any Financial Assets credited an Event of Default, sends an instruction or notice to a Securities Intermediary or Commodity Intermediary (with a copy to the applicable Pledgor) exercising its Control over any Securities Account and Commodity Account such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for which investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Account as long as an Event of Default is continuing, and the Collateral Agent is agrees that promptly after such Event of Default shall have ceased to exist in accordance with the terms of the Indenture or Additional Secured Agreement and the Issuer has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall use commercially reasonable efforts to deliver written notice to the Securities IntermediaryIntermediary or Commodity Intermediary rescinding the applicable instruction or notice, at which point the Pledgor’s right to give any instructions or orders with respect to such Securities Account or Commodity Account shall be reinstated. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent. (ii) As between the Secured Parties and the Grantors, the Grantors shall bear the investment risk with respect to all Investment Property constituting part Agent or a holder of a Permitted Lien. None of the Collateral and the risk preceding provisions of loss of, damage to, or the destruction of such Investment Property and this Section 3.5(c) shall apply to any Commodity Contract or Commodity Account, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other personExcluded Accounts.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 14 to the Perfection Certificate. The Collateral Agent will have within 90 days of the Closing Date or such longer period of time as may be agreed by the Collateral Agent a first priority security interest (subject to Permitted Collateral Liens) in each such Securities Account and Commodity Account, which security interest is perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account (other than an Excluded Account) with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days5 Business Days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c3.4(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent. (ii) As between the Secured Parties Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 3.4(c) to this Agreement. The Administrative Agent has a first priority security interest in each pledged Securities Account and Commodity Account, which security interest is perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which unless as promptly as practicable after the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) establishment thereof such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Account Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. The Collateral requirement in the preceding sentence shall not apply to any Securities Account or Commodity Account the daily balance of which does not exceed $1,000,000 for any such account or $1,000,000 for all such accounts. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control. The Administrative Agent agrees with each Grantor Pledgor that the Collateral Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless a Cash Dominion Event or an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for which the Collateral Agent is the investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities IntermediaryAccount or Commodity Account. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Administrative Agent. (ii) As between the Secured Parties and the Grantors, the Grantors shall bear the investment risk with respect to all Investment Property constituting part of the Collateral and the risk of loss of, damage to, or the destruction of such Investment Property and any Commodity Contract or Commodity Account, whether in the possession of, or maintained as a Security Entitlement or deposit by, or ABL Agent (subject to the Control ofterms of the Intercreditor Agreement), as otherwise permitted by the Collateral Agentother Intercreditor Arrangement and subject to and in accordance with the Acknowledgment and Section 7.01(m)(ii) of the Credit Agreement, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other personholders of the Series G Notes.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 3.4(c) hereto. The Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be, within 30 Business Days of the establishment of such Securities Account or Commodity Account (or such longer period as may be agreed to by the Collateral Agent). The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect and the Collateral Agent has delivered prior written notice to any the applicable Pledgor; provided that the Collateral Agent agrees to notify promptly the applicable Bank upon the cure or waiver of such investment and withdrawal rights, would occurEvent of Default to permit the applicable Pledgor access to the Securities Account. The provisions of this Section 5.11(c3.4(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent. (ii) As between the Secured Parties Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person. With respect to the Pledged Collateral in the Collateral Agent’s possession (including any Investment Property or Pledged Securities) the Collateral Agent shall accord treatment substantially equivalent to that which the Collateral Agent, in its individual capacity, accords to its own property consisting of similar investments or interests.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person Each Pledgor hereby represents and warrants that (other than the Collateral Agent pursuant hereto1) having Control over any Securities Account or Commodities Account. From and after as of the date hereof, Grantor it has neither opened nor maintains any Securities Accounts or Commodity Accounts in which the amount and/or fair market value, individually or in the aggregate, of the financial assets and/or commodity contracts, as the case may be, held from time to time in all such accounts does not exceed $100,000, other than those listed on Schedule 16(c) to the Perfection Certificate, (2) as of the date hereof, each applicable Pledgor and the relevant Securities Intermediary or Commodity Intermediary have executed and delivered to the Collateral Agent a Securities Account Control Agreement or Commodity Account Control Agreement, as applicable, for each Securities Account or Commodity Account listed on Schedule 16(c) to the Perfection Certificate, or the Pledgors have closed such accounts, (3) the Collateral Agent has a valid, enforceable and perfected first priority security interest (other than Permitted Liens) in such Securities Accounts and Commodity Accounts by Control, and (4) it does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Pledged Securities and those maintained in Securities Accounts or Commodity Accounts listed on Schedule 16(c) to the Perfection Certificate or in respect of which the Collateral Agent has Control. If any Pledgor shall at any time hold or acquire any certificated securities constituting Investment Property and having a fair market value, individually or in the aggregate, in excess of $100,000, such Pledgor shall promptly (and in any event within 5 Business Days of acquiring such security) (a) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment undated and duly executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent or (b) deliver such securities into a Securities Account with respect to which a Control Agreement is in effect in favor of the Collateral Agent. If any securities now or hereafter acquired by any Pledgor constituting Investment Property and having a fair market value, individually or in the aggregate, in excess of $100,000 are uncertificated and are issued to such Pledgor or its nominee directly by the issuer thereof, such Pledgor shall promptly (and in any event within 5 Business Days of acquiring such security) notify the Collateral Agent thereof and pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (a) cause the issuer to agree to comply with Entitlement Orders or other instructions from the Collateral Agent as to such securities, without further consent of any Pledgor or such nominee, (b) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account with respect to which the Collateral Agent has Control or (c) arrange for the Collateral Agent to become the registered owner of the securities. The Pledgors shall not hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment PropertyIntermediary, Commodity Contracts and other property contained therein does notas applicable, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it the applicable Pledgor shall have given the Collateral Agent 10 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, as applicable, (2) such Securities Intermediary or Commodity Intermediary, as applicable, shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered to the Collateral Agent a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c3.4(e) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent. (ii) As between the Secured Parties Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement security entitlement or deposit by, or subject to the Control control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person; provided, however, that nothing contained in this Section 3.4(e) shall release or relieve any Securities Intermediary or Commodity Intermediary of its duties and obligations to the Pledgors or any other person under any Control Agreement or under applicable Legal Requirements. Each Pledgor shall promptly pay all Charges and fees of whatever kind or nature with respect to the Investment Property and Pledged Securities pledged by it under this Agreement. In the event any Pledgor shall fail to make such payment contemplated in the immediately preceding sentence, the Collateral Agent may (but shall not be obligated to) do so for the account of such Pledgor and the Pledgors shall promptly reimburse and indemnify the Collateral Agent from all reasonable costs and expenses incurred by the Collateral Agent under this Section 3.4(e) in accordance with Section 11.03 of the Credit Agreement.

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

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From Pledgors hereby represent and after warrant that as of the date hereof, Grantor (1) Pledgors have neither opened nor maintain any Securities Accounts or Commodity Accounts in which the amount and/or fair market value of the financial assets and/or commodity contracts, as the case may be, held from time to time in all such accounts is greater than $100,000 in any one such account or $500,000 in the aggregate for all such accounts of Pledgors and (2) they do not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Excluded Property and Pledged Securities. If Pledgors shall at any time hold or acquire any certificated securities constituting Investment Property (other than Excluded Property) and having a fair market value of $100,000 or more in any one case or $500,000 in the aggregate for all such certificated securities of Pledgors, the applicable Pledgor shall promptly (and in any event within 10 Business Days of acquiring such security as such date may be extended by the Collateral Agent in its sole discretion) (a) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent or (b) deliver such securities into a Securities Account with respect to which a Control Agreement is in effect in favor of the Collateral Agent. If any securities now or hereafter acquired by Pledgors constituting Investment Property (other than Excluded Property) and having a fair market value of $100,000 or more in any one case or $500,000 in the aggregate for all such securities of Pledgors are uncertificated and are issued to any Pledgor or its nominee directly by the issuer thereof, the applicable Pledgor shall promptly (and in any event within 10 Business Days of acquiring such security as such date may be extended by the Collateral Agent in its sole discretion) notify the Collateral Agent thereof and pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (a) cause the issuer to agree to comply with Entitlement Orders or other instructions from the Collateral Agent as to such securities, without further consent of any Pledgor or such nominee, (b) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account (other than an Excluded Deposit Account) with respect to which the Collateral Agent has Control or (c) after Discharge of the Senior Obligations, arrange for the Collateral Agent to become the registered owner of the securities. The Pledgors shall not hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it the applicable Pledgor shall have given the Collateral Agent 10 30 days’ prior written notice (or such shorter time as may be agreed to by the Collateral Agent in its sole discretion) of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions (or, in the case of Securities Accounts and Commodities Accounts for which the Collateral Agent is the Securities Intermediary or Commodity Intermediary, take similar internal administrative action) to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless (i) an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occuroccur and (ii) the Discharge of the Senior Obligations has occurred. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited Each Pledgor agrees that once the Collateral Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for which the Collateral Agent is the investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities IntermediaryAccount or Commodity Account. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent and the Senior Agent. (ii) As between the Secured Parties Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement security entitlement or deposit by, or subject to the Control control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person; provided, however, that nothing contained in this Section 3.4(c) shall release or relieve any Securities Intermediary or Commodity Intermediary of its duties and obligations to the Pledgors or any other person under any Control Agreement or under applicable Legal Requirements; provided, further, that nothing herein shall relieve the Collateral Agent from any liability to the extent resulting from the Collateral Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision. Each Pledgor shall promptly pay all Charges and fees of whatever kind or nature with respect to the Investment Property and Pledged Securities pledged by it under this Agreement, except for Charges that are immaterial or are being contested in good faith by appropriate proceedings and for which such Pledgor has set aside on its books adequate reserves in accordance with GAAP. In the event any Pledgor shall fail to make such payment contemplated in the immediately preceding sentence, the Collateral Agent may do so for the account of such Pledgor and the Pledgors shall promptly reimburse and indemnify the Collateral Agent from all costs and expenses incurred by the Collateral Agent under this Section 3.4(c) in accordance with the Indenture.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 10 to the Perfection Certificate. The Administrative Agent has a security interest in each such Securities Account and Commodity Account, which security interest, when required by Section 6.18 of the Credit Agreement, will be perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Administrative Agent 10 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control. The Collateral Administrative Agent agrees with each Grantor Pledgor that the Collateral Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur, and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such rights. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for which the Collateral Agent is the investment, distribution or transfer of any Investment Property or Financial Asset maintained in such Securities IntermediaryAccount or Commodity Account. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Administrative Agent. (ii) As between the Secured Parties and the Grantors, the Grantors shall bear the investment risk with respect to all Investment Property constituting part of the Collateral and the risk of loss of, damage to, or the destruction of such Investment Property and any Commodity Contract or Commodity Account, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Assuming the due execution of Securities Account Control Agreements or Commodity Account Control Agreements (which may be delivered after the Closing Date to the extent permitted under Section 6.20 of the Credit Agreement), the Administrative Agent has a first priority security interest in each such Securities Account and Commodity Account (other than Excluded Accounts), which security interest is perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000Excluded Accounts) unless (1) it shall have given the Collateral Administrative Agent 10 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Administrative Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control (or a Deposit Account or Securities Account that will become subject to the Administrative Agent’s Control after due execution of a Deposit Account Control Agreement, Securities Account Control Agreement or Commodity Account Control Agreement after the Closing Date as required under Section 6.20 of the Credit Agreement). The Collateral Administrative Agent agrees with each Grantor Pledgor that the Collateral Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for which the Collateral Agent is the investment, distribution or transfer of any Investment Property or Financial Asset maintained in such Securities IntermediaryAccount or Commodity Account. No Grantor Pledgor shall grant Control over any Investment Property (other than Excluded Accounts) to any person other than the Collateral Administrative Agent. (ii) As between the Secured Parties Administrative Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Administrative Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 15 to the Perfection Certificate. The Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account (other than Excluded Securities Accounts and Excluded Commodities Accounts), which security interest is perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 30 days’ (or such shorter period as may be determined by the Collateral Agent in its sole discretion) prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity AccountAccount (other than Excluded Securities Accounts and Excluded Commodities Accounts), as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within five days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) two immediately preceding sentences shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent. (ii) As between the Secured Parties Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 14 to the Perfection Certificate. The Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c3.4(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent. (ii) As between the Secured Parties and the Grantors, the Grantors shall bear the investment risk with respect to all Investment Property constituting part of the Collateral and the risk of loss of, damage to, or the destruction of such Investment Property and any Commodity Contract or Commodity Account, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 15 to the Perfection Certificate. The Agent has a first priority security interest in each such Securities Account and Commodity Account (other than Excluded Accounts), which security interest is perfected by Control, other than the Jefferies, Imperial Capital and ▇▇▇▇▇ Fargo Securities (account number XXXX5142) Securities Accounts noted on Schedule 15 to the Perfection Certificate. The Borrower hereby agrees to terminate the Jefferies and Imperial Capital Securities Accounts noted on such schedule within 10 Business Days after the Closing Date, and if such Securities Accounts are not terminated by such time, Borrower shall cause to be executed Securities Account Control Agreements in favor of the Agent within 30 days of the Closing Date. The Borrower hereby represents and warrants that there are no funds or other assets in the ▇▇▇▇▇ Fargo Securities (account number XXXX5142) Securities Account as of the Closing Date and that no funds or other assets shall be put into such Securities Account unless the Borrower enters into a Securities Account Control Agreement with ▇▇▇▇▇ Fargo Securities and the Agent, which the Borrower agrees to use commercially reasonable efforts to do within 10 Business Days of the Closing Date. Furthermore, no Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect unless, prior to which the aggregate value of crediting any Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited Property in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) Commodities Account, such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. The Collateral Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Agent agrees with each Grantor that the Collateral Agent shall not give and immediately deposit any Entitlement Orders and all cash and Investment Property received by it into a Deposit Account or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Grantor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediarysubject to Agent’s Control. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent. Each Pledgor shall not open, and shall ensure that none of its Subsidiaries open, any new Securities Account or Commodity Account without the written consent of the Agent. (ii) As between the Secured Parties Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those (if any) listed in Schedule 14 to the Perfection Certificate. The Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c3.4(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent. (ii) As between the Secured Parties Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 14 to the Perfection Certificate. No Pledgor shall establish or maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 Trustee 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Trustee and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of itself and the Noteholders and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Trustee’s Control. The Collateral Agent Trustee agrees with each Grantor Pledgor that the Collateral Agent Trustee shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c3.4(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent Trustee is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral AgentTrustee and the First Lien Bank. (ii) As between the Secured Parties Trustee and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral AgentTrustee, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 14 to the Perfection Certificate. The Collateral Agent has a first priority perfected security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other in which more than Securities Accounts and Commodity Accounts with respect to which $500,000 in the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance will be on clause (iii) of subsection (b) above, does not exceed $50,000) deposit unless (1) it shall have given the Collateral Agent 10 daysBusiness Days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occuroccur and, in either event, subject to Section 9.7(a) hereof. The provisions of this Section 5.11(c3.4(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent. (ii) As between the Secured Parties Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i1) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Upon execution and delivery of the Securities Account Control Agreements and Commodity Account Control Agreements pursuant to Schedule 6.20 of the Credit Agreement, the Administrative Agent shall have a security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than an Excluded Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000Account) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may bebe shall have been executed and delivered to the Administrative Agent. Notwithstanding the foregoing, no Control Agreement shall be required with respect to Securities Accounts or Commodity Accounts for which the amount in such accounts does not exceed $2 million in the aggregate for all such Securities Accounts and Commodity Accounts (collectively, “Excluded Securities Accounts” and, together with any Excluded Deposit Accounts, “Excluded Accounts”). The Collateral Administrative Agent agrees with each Grantor Pledgor that the Collateral Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for which the Collateral Agent is the investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities IntermediaryAccount or Commodity Account. No Grantor Pledgor shall grant Control over any Investment Property constituting Collateral to any person other than the Collateral Administrative Agent. (ii2) As between the Secured Parties Administrative Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Administrative Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person; provided, however, that nothing contained in this Section 3.4(c)(2) shall release or relieve any Securities Intermediary or Commodity Intermediary of its duties and obligations to any Pledgor or any other person under any Control Agreement or under applicable law.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 14 to the Perfection Certificate. The Collateral Agent has a First Priority security interest in each such Securities Account and Commodity Account (other than Excluded Securities Accounts and Excluded Commodities Accounts), which security interest is perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 30 days’ (or such shorter period as may be determined by the Collateral Agent in its sole discretion) prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity AccountAccount (other than Excluded Securities Accounts and Excluded Commodities Accounts), as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within five days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal with drawal rights, would occur. The provisions of this Section 5.11(c) two immediately preceding sentences shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent. (ii) As between the Secured Parties and the GrantorsAgent and, the Grantors shall bear the investment risk with respect to all Investment Property constituting part of the Collateral and the risk of loss of, damage to, or the destruction of such Investment Property and any Commodity Contract or Commodity Account, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control ofterms of the Intercreditor Agreement, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other personRevolving Credit Agents.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 14 to the Perfection Certificate. The Collateral Agent has a First Priority security interest in each such Securities Account and Commodity Account (other than Excluded Securities Accounts and Excluded Commodities Accounts), which security interest is perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 30 days’ (or such shorter period as may be determined by the Collateral Agent in its sole discretion) prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity AccountAccount (other than Excluded Securities Accounts and Excluded Commodities Accounts), as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within five days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) two immediately preceding sentences shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral AgentAgent and, subject to the terms of the Intercreditor Agreement, Revolving Credit Agents. (iii) As between the Secured Parties Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 14 to the Perfection Certificate. The Collateral Agent has a perfected security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control (except with respect to any Securities Account that is an Excluded Account). No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account (except with respect to any Securities Account that is an Excluded Account) or Commodity Account, as the case may bebe within 15 days of the establishment of such Securities Account or Commodity Account (or such longer period of time as the Collateral Agent may agree to in writing). Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Collateral Agent and within two (2) Business Days of actual receipt thereof, deposit any and all cash and Security Entitlements received by it into a Deposit Account or Securities Account subject to Collateral Agent’s Control or, if in the ordinary course of business, an Excluded Account. The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c3.4(c) shall not apply to any Financial Assets credited to a Securities Term Collateral Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person Person other than the Revolving Administrative Agent, First Lien Collateral Agent and the Collateral Agent. (ii) As between the Secured Parties Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (ia) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed on Schedule 13 to the Perfection Certificate. The Administrative Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest will be, in the case of Securities Accounts, upon the execution and delivery of a Securities Account Control Agreement with respect thereto (which execution and delivery is required to be effected within 45 days from the date hereof (which deadline may be extended, in the sole discretion of the Administrative Agent)), perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Administrative Agent 10 20 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Administrative Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. The Collateral requirements in the preceding two sentences shall not apply to Securities Accounts or Commodity Accounts (i) in which no Pledgor at any time maintains, or reasonably expects to maintain, assets with a fair market value in excess of $100,000 for any individual Securities Account or Commodity Account or (ii) with a Securities Intermediary or Commodity Intermediary at which the Pledgors do not at any time maintain, or reasonably expect to maintain, assets with a fair market value in excess of $500,000 in the aggregate. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within three (3) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control. The Administrative Agent agrees with each Grantor Pledgor that the Collateral Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for which the Collateral Agent is the investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities IntermediaryAccount or Commodity Account. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Administrative Agent. (ii) As between the Secured Parties and the Grantors, the Grantors shall bear the investment risk with respect to all Investment Property constituting part of the Collateral and the risk of loss of, damage to, or the destruction of such Investment Property and any Commodity Contract or Commodity Account, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 10 to the Perfection Certificate. The First Lien Administrative Agent has a security interest in each such Securities Account and Commodity Account, which security interest, when required by Section 6.18 of the First Lien Credit Agreement, will be perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral First Lien Administrative Agent 10 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the First Lien Administrative Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to First Lien Administrative Agent’s Control. The Collateral First Lien Administrative Agent agrees with each Grantor Pledgor that the Collateral First Lien Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur, and notice shall have been given by the First Lien Administrative Agent to the Borrower of its intent to exercise such rights. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited Each Pledgor agrees that once the First Lien Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account (with a copy of such instruction or notice to the Borrower) such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for which the Collateral Agent is the investment, distribution or transfer of any Investment Property or Financial Asset maintained in such Securities IntermediaryAccount or Commodity Account. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral First Lien Administrative Agent and the Second Lien Administrative Agent. (ii) As s between the Secured Parties First Lien Administrative Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral First Lien Administrative Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person Each Pledgor hereby represents and warrants that (other than the Collateral Agent pursuant hereto1) having Control over any Securities Account or Commodities Account. From and after as of the date hereof, Grantor it has neither opened nor maintains any Securities Accounts or Commodity Accounts in which the amount and/or fair market value, individually or in the aggregate, of the financial assets and/or commodity contracts, as the case may be, held from time to time in all such accounts does not exceed $100,000, other than those listed on Schedule 16(c) to the Perfection Certificate, (2) as of the date hereof, each applicable Pledgor and the relevant Securities Intermediary or Commodity Intermediary have executed and delivered a Securities Account Control Agreement or Commodity Account Control Agreement, as applicable, for each Securities Account or Commodity Account listed on Schedule 16(c) to the Perfection Certificate, or the Pledgors have closed such accounts, (3) the Collateral Agent has a valid, enforceable, perfected first priority security interest (other than Permitted Liens) in such Securities Accounts and Commodity Accounts by Control, and (4) it does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Pledged Securities and those maintained in Securities Accounts or Commodity Accounts listed on Schedule 16(c) to the Perfection Certificate or in respect of which the Collateral Agent has Control. If any Pledgor shall at any time hold or acquire any certificated securities constituting Investment Property and having a fair market value, individually or in the aggregate, in excess of $100,000, such Pledgor shall promptly (and in any event within 5 Business Days of acquiring such security) (a) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent or (b) deliver such securities into a Securities Account with respect to which a Control Agreement is in effect in favor of the Collateral Agent. If any securities now or hereafter acquired by any Pledgor constituting Investment Property and having a fair market value, individually or in the aggregate, in excess of $100,000 are uncertificated and are issued to such Pledgor or its nominee directly by the issuer thereof, such Pledgor shall promptly (and in any event within 5 Business Days of acquiring such security) notify the Collateral Agent thereof and pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (a) cause the issuer to agree to comply with Entitlement Orders or other instructions from the Collateral Agent as to such securities, without further consent of any Pledgor or such nominee, (b) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account with respect to which the Collateral Agent has Control or (c) arrange for the Collateral Agent to become the registered owner of the securities. The Pledgors shall not hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it the applicable Pledgor shall have given the Collateral Agent 10 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c3.4(e) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent. (ii) As between the Secured Parties Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement security entitlement or deposit by, or subject to the Control control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person; provided, however, that nothing contained in this Section 3.4(e) shall release or relieve any Securities Intermediary or Commodity Intermediary of its duties and obligations to the Pledgors or any other person under any Control Agreement or under applicable Legal Requirements. Each Pledgor shall promptly pay all Charges and fees of whatever kind or nature with respect to the Investment Property and Pledged Securities pledged by it under this Agreement. In the event any Pledgor shall fail to make such payment contemplated in the immediately preceding sentence, the Collateral Agent may do so for the account of such Pledgor and the Pledgors shall promptly reimburse and indemnify the Collateral Agent from all reasonable costs and expenses incurred by the Collateral Agent under this Section 3.4(e) in accordance with Section 11.03 of the Credit Agreement.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 12 to the Perfection Certificate. The Administrative Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Administrative Agent 10 ten days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary (or such other or shorter notice as may be acceptable to the Administrative Agent, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Administrative Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall promptly deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control, except with respect to Investment Property with an aggregate value not exceeding $250,000 at any time. The Collateral Administrative Agent agrees with each Grantor Pledgor that the Collateral Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for which the Collateral Agent is the investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities IntermediaryAccount or Commodity Account. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Administrative Agent. (ii) As between the Secured Parties Administrative Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all Investment Property constituting part of the Collateral and the risk of loss of, damage to, or the destruction of such Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Administrative Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. As of the Closing Date, each Pledgor hereby represents and warrants that, it has neither opened nor maintains any Securities Accounts or Commodity Accounts in which the amount and/or fair market value of the financial assets and/or commodity contracts, as the case may be, held from time to time in such accounts exceeds $500,000 in the aggregate, other than those listed on Schedule 16(b) to the Perfection Certificate. The Collateral Agent has a valid, enforceable, perfected first priority Lien under applicable U.S. state law (isubject to Permitted Liens) No Grantor has consented to, nor is otherwise aware of, any other Person in each such Securities Accounts and Commodity Accounts (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities AccountCommodity Account which is Excluded Property), which security interest is perfected by Control; provided that if, despite the use of commercially reasonable efforts, the Pledgors are unable to provide for such perfection by Control in any such Securities Account or Commodity Account on the Closing Date, the Pledgors shall continue to use commercially reasonable efforts to provide for perfection by Control in all such Securities Accounts and Commodity Accounts within 60 days (or such longer period as the Collateral Agent may approve in its sole discretion) following the Closing Date. From As of the Closing Date, each Pledgor hereby represents and after warrants that it does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Pledged Securities and those maintained in Securities Accounts or Commodity Accounts listed on Schedule 16(b) to the date hereofPerfection Certificate or in respect of which the Collateral Agent has Control. If any Pledgor shall at any time hold or acquire any certificated securities constituting Investment Property and having a fair market value in excess of $200,000 in the aggregate, Grantor such Pledgor shall establish promptly (and in any event within 30 days of acquiring such security (or maintain such longer period as the Collateral Agent may approve in its sole discretion)) (i) endorse, (except in the case of ULC Shares) assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent or (ii) deliver such securities into a Securities Account with respect to which a Control Agreement is in effect in favor of the Collateral Agent. If any securities now or hereafter acquired by any Pledgor constituting Investment Property and having a fair market value in excess of $200,000 in the aggregate are uncertificated and are issued to such Pledgor or its nominee directly by the issuer thereof, such Pledgor shall promptly (and in any event within 30 days of acquiring such security) notify the Collateral Agent thereof and pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (A) cause the issuer to agree to comply with Entitlement Orders or other instructions from the Collateral Agent as to such securities, without further consent of any Pledgor or such nominee, (B) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account with respect to which the Collateral Agent has Control or (C) except in the case of ULC Shares, arrange for the Collateral Agent to become the registered owner of the securities. If any Pledgor hereafter establishes and maintains any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which Intermediary, unless the aggregate value of Investment assets contained therein constitute Excluded Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered to the Collateral Agent a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securitiessecurities or, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would immediately occur. The provisions of this Section 5.11(c3.4(e) shall not apply to any Financial Assets Investment Property credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent. (ii) As between the Secured Parties and the Grantors, the Grantors shall bear the investment risk with respect to all Investment Property constituting part of the Collateral and the risk of loss of, damage to, or the destruction of such Investment Property and any Commodity Contract or Commodity Account, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other person.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. The Second Lien Collateral Agent has a security interest (subject only to Permitted Liens) in each such Securities Account and Commodity Account, which security interest is perfected by Control. No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Second Lien Collateral Agent 10 daysfive Business Days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Second Lien Collateral Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. The Second Lien Collateral Agent agrees with each Grantor Pledgor that the Second Lien Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any investment, withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c) shall not apply to any Financial Assets credited Each Pledgor agrees that once the Second Lien Collateral Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its exclusive Control over any Securities Account and Commodity Account such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for which the Collateral Agent is the investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities IntermediaryAccount or Commodity Account. No Grantor Pledgor shall grant Control over any Investment Property to any person Person other than the Second Lien Collateral Agent and, subject to the terms of the Intercreditor Agreement, the First Lien Collateral Agent. (ii) As between the Secured Parties Second Lien Collateral Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part and Pledged Securities, and, subject to Section 9-207 of the Collateral UCC and other applicable law, the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Second Lien Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other personPerson.

Securities Accounts and Commodity Accounts. (i) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 14 to the Perfection Certificate. The Administrative Agent has a perfected security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control (except with respect to any Securities Account that is an Excluded Account). No Pledgor shall hereafter establish or and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Administrative Agent 10 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Administrative Agent and (23) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account (except with respect to any Securities Account that is an Excluded Account) or Commodity Account, as the case may bebe within 15 days of the establishment of such Securities Account or Commodity Account (or such longer period of time as the Administrative Agent may agree to in writing). Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within two (2) Business Days of actual receipt thereof, deposit any and all cash and Security Entitlements received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control or, if in the ordinary course of business, an Excluded Account (provided that any cash and Securities Entitlement that is received by a Pledgor that constitutes ABL Collateral shall be deposited into an ABL Collateral Account). The Collateral Administrative Agent agrees with each Grantor Pledgor that the Collateral Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an a Triggering Event has occurred or a Default or Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section 5.11(c3.4(c) shall not apply to any Financial Assets credited to a Securities any ABL Collateral Account for which the Collateral Administrative Agent is the Securities Intermediary. No Grantor Pledgor shall grant Control over any Investment Property to any person Person other than the First Lien Term Collateral Agent, the Second Lien Term Collateral Agent and the Administrative Agent. (ii) As between the Secured Parties Administrative Agent and the GrantorsPledgors, the Grantors Pledgors shall bear the investment risk with respect to all the Investment Property constituting part of the Collateral and Pledged Securities, and the risk of loss of, damage to, or the destruction of such the Investment Property and any Commodity Contract or Commodity AccountPledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Administrative Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor Pledgor or any other person.

Securities Accounts and Commodity Accounts. (ia) No Grantor has consented to, nor is otherwise aware of, any other Person (other than the Collateral Agent pursuant hereto) having Control over any Securities Account or Commodities Account. From and after As of the date hereof, Grantor shall establish other than Excluded Accounts, no Pledgor has any Securities Accounts or maintain Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Assuming the due execution of the respective Securities Account Control Agreements or Commodity Account Control Agreements (to the extent possible after using commercially reasonable efforts), the Collateral Agent has a first priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control. To the extent a Pledgor establishes or maintains any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Securities Accounts and Commodity Accounts with respect to which the aggregate value of Investment Property, Commodity Contracts and other property contained therein does not, when combined with the aggregate amount deposited in Deposit Accounts with respect to which no Control Agreement has been delivered in reliance on clause (iii) of subsection (b) above, does not exceed $50,000) unless (1) it shall have given the Collateral Agent 10 days’ prior written notice of its intention to establish such Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and (2) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor Pledgor shall use commercially reasonable efforts to have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be, within the later of (i) sixty (60) days following the Issue Date with respect to such Securities Account or Commodity Account existing on the Issue Date or (ii) sixty (60) days after any such Securities Account or Commodity Account is established; provided, however, that such commercially reasonable efforts shall not require any Pledgor to make out-of-pocket expenditures (other than reasonable attorney’s fees and expenses, but specifically excluding the payment of any consideration or other compensation to any person). The Collateral Agent agrees with each Grantor Pledgor that the Collateral Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such GrantorPledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. The Each Pledgor agrees that once the Collateral Agent, after the occurrence and during the continuation of an Event of Default, sends an instruction or notice to a Securities Intermediary or Commodity Intermediary (with a copy to the applicable Pledgor) exercising its Control over any Securities Account and Commodity Account such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Account as long as an Event of Default is continuing, and the Collateral Agent agrees that promptly after such Event of Default shall have ceased to exist in accordance with the terms of the Indenture or Additional Secured Agreement and the Issuer has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall deliver written notice to the Securities Intermediary or Commodity Intermediary rescinding the applicable instruction or notice, at which point the Pledgor’s right to give any instructions or orders with respect to such Securities Account or Commodity Account shall be reinstated. None of the preceding provisions of this Section 5.11(c3.5(c) shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. No Grantor shall grant Control over any Investment Property to any person other than the Collateral AgentExcluded Accounts. (ii) As between the Secured Parties and the Grantors, the Grantors shall bear the investment risk with respect to all Investment Property constituting part of the Collateral and the risk of loss of, damage to, or the destruction of such Investment Property and any Commodity Contract or Commodity Account, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other person.