Common use of Control Requirements Clause in Contracts

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

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts Security Entitlements included in the CollateralCollateral and with a value in excess of $500,000, each whether certificated or uncertificated, or other Investment Related Property that constitutes Collateral and has a value in excess of $500,000, now or hereafter acquired by the Grantors, is held by any Grantor or its nominee through a Securities Intermediary, the Grantors shall ensure that the Collateral Agent hasor its designee has Control thereof on the Closing Date or, subject to after the terms of Closing Date, promptly (and in any event within ten (10) Business Days or such longer period as the Intercreditor AgreementCollateral Agent may agree in its reasonable discretion) notify the Collateral Agent thereof, Control thereof; providedand the Grantors shall use commercially reasonable efforts to, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $1,000,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto within thirty (30) days (or such other longer period as Collateral Agent shall approve), pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) pursuant to which the cause such Securities Intermediary shall to agree to comply, subject to the terms in each case without further consent of the Intercreditor AgreementGrantors or such nominee, at any time with Entitlement Orders or other instructions from the Collateral Agent to such Securities Intermediary as to such securities or other Investment Related Property as directed by the Collateral Agent, or (ii) in the case of financial assets or other Investment Related Property held through a Securities Intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Related Property, with the Grantors or any nominee being permitted, only with the consent of the Collateral Agent’s , to exercise rights to withdraw or otherwise deal with such Investment Related Property. Without limiting Section 9.5(b) (including the proviso thereto), the Collateral Agent agrees with the Grantors that the Collateral Agent shall not give any such Entitlement Orders without further or instructions or directions to any such issuer, Securities Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor or its nominee, unless an Event of Default has occurred and is then continuing, or, after giving effect to any such Grantorinvestment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any financial assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. (b) With respect to any Deposit AccountAccount that constitutes Collateral and has a value in excess of $500,000, each Grantor the Grantors shall ensure that the Collateral Agent or its designee has Control thereof on the Closing Date or, after the Closing Date, promptly (and in any event within ten (10) Business Days or such longer period as the Collateral Agent may agree in its reasonable discretion) notify the Collateral Agent thereof, and the Grantors shall use commercially reasonable efforts to, within thirty (30) days (or such longer period as Collateral Agent shall approve), cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank depositary institution shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s or its designee’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantorthe Grantors. With respect to any Commodity Accounts or Commodity Contracts each Grantor shallWithout limiting Section 9.5(b) (including the proviso thereto), subject to the terms of the Intercreditor Agreement, cause Control in favor of the Collateral Agent in a manner reasonably acceptable agrees with the Grantors that the Collateral Agent shall not give any such instructions or directions to any such depositary institution, and shall not withhold its consent to the Collateral Agentexercise of any withdrawal by the Grantors, unless an Event of Default has occurred and is then continuing. (bc) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall, subject to the terms of the Intercreditor Agreement, Grantors shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s or its designee’s instructions with respect to such Uncertificated Security without further consent by such Grantorthe Grantors. (cd) With respect to If any material Letter Grantor is at any time a beneficiary under a letter of Credit Rights included credit with a face amount in excess of $500,000 now or hereafter, the Collateral Grantors shall promptly (other than and in any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which event within ten (10) Business Days or such longer period as the Collateral Agent has a valid and perfected security interestmay agree in its reasonable discretion) notify the Collateral Agent thereof and, within thirty (30) days (or such longer period as Collateral Agent shall approve), Grantor shallthe Grantors shall use commercially reasonable efforts to, subject pursuant to an agreement in form and substance reasonably satisfactory to the terms of Collateral Agent, either (a) arrange for the Intercreditor Agreement, ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds and any confirmer or other nominated person of such letter of credit to consent to an assignment to the Collateral Agent, for the benefit of the Secured Parties, of the proceeds of the letter of credit or (b) arrange for the Collateral Agent, for the benefit of the Secured Parties, to become the transferee beneficiary of the letter of credit, with the Collateral Agent agreeing, in each case, that the proceeds of any drawing under the letter of credit are to be paid to the Grantors unless an Event of Default has occurred and is then continuing, in which case such proceeds shall be applied as provided in Section 9.2 hereof. (de) With respect to If any Grantor at any time holds or acquires an interest in any Electronic Chattel Paper or any “transferable record”(as record”, as that term is defined in Section 201 7021 of the Federal federal Electronic Signatures in Global and National Commerce Act Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included , with an individual value in excess of $500,000, the Collateral, Grantor shall, subject to the terms of the Intercreditor Agreement, Grantors shall ensure that the Collateral Agent or its designee has Control thereof; providedthereof on the Closing Date or, howeverafter the Closing Date, promptly (and in any event within ten (10) Business Days) notify the Collateral Agent thereof and shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent, for the benefit of the Secured Parties, Control of such transferable record. The Collateral Agent agrees with the Grantors that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such Control requirement shall procedures will not apply result in the Collateral Agent’s loss of Control, for the Grantors to any make alterations to the Electronic Chattel Paper or transferable record having permitted under Section 9-105 of the UCC or, as the case may be, Section 7021 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a face amount party in Control to make without loss of less than $1,000,000 individually Control, unless an Event of Default has occurred and is then continuing or $1,000,000 in would occur after taking into account any action by the aggregateGrantors with respect to such Electronic Chattel Paper or transferable record.

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has, subject to the terms of the Intercreditor Agreement, has Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, than $1,000,000 4,000,000 individually or $1,000,000 12,000,000 in the aggregate; provided, further, that the foregoing requirements shall not apply to those non-U.S. jurisdictions in which the Collateral Agent determines, in its reasonable discretion, that the costs of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which the Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s Entitlement Orders without further consent by such GrantorGrantor during the occurrence and continuance of an Event of Default. With respect to any such Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such GrantorGrantor during the occurrence and continuance of an Event of Default. With respect to any such Commodity Accounts or Commodity Contracts each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest)) with a value exceeding $4,000,000 individually or $12,000,000 in the aggregate, Grantor shall, subject shall promptly use commercially reasonable efforts to the terms of the Intercreditor Agreement, ensure that Collateral Agent has Control thereof by obtaining obtain the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect to any Electronic Chattel Paper or “transferable record”(as record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall, subject to the terms of the Intercreditor Agreement, shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 4,000,000 individually or $1,000,000 12,000,000 in the aggregate.

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

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has, subject to the terms of the Intercreditor Agreement, has Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 100,000 individually or $1,000,000 500,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor applicable Grantor(s) causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which the Securities Intermediary shall agree to comply, comply with the Collateral Agent’s Entitlement Orders (subject to the terms of the Intercreditor Agreement), with the Collateral Agent’s Entitlement Orders without further consent by such GrantorGrantor(s). With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent)hereto, pursuant to which the Bank shall agree to comply, comply with the Collateral Agent’s instructions (subject to the terms of the Intercreditor Agreement, with the Collateral Agent’s instructions ) with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall, shall cause Control in favor of the Collateral Agent (subject to the terms of the Intercreditor Agreement, cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent). (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent or the First Lien Collateral Agent, as applicable, in accordance with the Intercreditor Agreement, as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent)hereto, pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions (subject to the terms of the Intercreditor Agreement) with respect to such Uncertificated Security without further consent by such Grantor; provided that the Collateral Agent shall not issue any instructions except during the continuance of an Event of Default. (c) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), each Grantor shall, shall ensure that Collateral Agent has Control thereof (subject to the terms of the Intercreditor Agreement, ensure that Collateral Agent has Control thereof ) by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral AgentAgent (subject to the terms of the Intercreditor Agreement). (d) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, each Grantor shall, subject to the terms of the Intercreditor Agreement, shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 100,000 individually or $1,000,000 500,000 in the aggregateaggregate (subject to the terms of the Intercreditor Agreement). (e) Notwithstanding the foregoing, the Collateral Agent shall not give any instructions directing the disposition of funds or securities from time to time credited to any Deposit Accounts or Securities Accounts or withhold any rights from such Grantor with respect to funds from time to time credited to any Deposit Account or any securities held in any Securities Accounts unless, subject to and in accordance with the terms of the Intercreditor Agreement, an Event of Default or an event of default under any Additional Parity Lien Facility has occurred and is continuing.

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

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

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

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

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has, subject to the terms of the Intercreditor Agreement, has Control thereof; provided, however, that such Control requirement shall not apply to any (i) Deposit Accounts that are used specifically and exclusively to fund payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Grantor’s employees or (ii) Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 250,000 individually or $1,000,000 2,000,000 in the aggregate. With Except for Securities Accounts for which the Collateral Agent is the depository, with respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which the Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With Except for Deposit Accounts for which the Collateral Agent is the depository, with respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With Except for Commodity Accounts for which the Collateral Agent is the depository, with respect to any Commodity Accounts or Commodity Contracts each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. If any Grantor fails to comply with this covenant with respect to Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts, such Grantor shall have twenty (20) days to either (i) transfer funds in an amount sufficient to bring such Grantor into compliance with this Section 4.2(a) from Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts or Commodity Contracts not covered by control agreements or maintained with the Collateral Agent to Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts covered by control agreements or maintained with the Collateral Agent or (ii) enter into one or more control agreements with the Collateral Agent and the depository institutions at which such Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts or Commodity Contracts are maintained in accordance with the provisions of this Section 4.2(a) such that Grantors will then be in compliance with this covenant. Failure to comply within such twenty (20) day period shall constitute an Event of Default. Notwithstanding anything to the contrary in this subsection (a), Collateral Agent shall only issue Entitlement Orders or instructions with respect to disposition of funds in Deposit Accounts or exercise Control over any Commodity Account, in each case without the consent of the applicable Grantor, upon the occurrence and during the continuance of an Event of Default. (b) With respect to any Uncertificated Security included in the Collateral and issued by an issuer formed under the laws of the United States or any political subdivision thereof (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor; provided, however, that Collateral Agent shall only issue instructions with respect to such Uncertificated Security without the consent of such Grantor upon the occurrence and during the continuance of an Event of Default. (c) With respect to any material Letter of Credit Rights included in the Collateral having an individual value over $250,000 (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall, subject to the terms of the Intercreditor Agreement, shall ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect to any Electronic Chattel Paper or “transferable record”(as record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall, subject to the terms of the Intercreditor Agreement, shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 100,000 individually or $1,000,000 250,000 in the aggregate.

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has, subject to the terms of the Intercreditor Agreement, Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $1,000,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which the Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall, subject to the terms of the Intercreditor Agreement, cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each the Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause the issuer of such Uncertificated Security (other than any such issuer which is a Foreign Subsidiary or a Securitization Entity) to either (i) register the Collateral Agent (or, prior to the Discharge of the First Priority Obligations, the First Lien Collateral Agent) as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s (or, prior to the Discharge of the First Priority Obligations, the First Lien Col- lateral Agent) instructions with respect to such Uncertificated Security without further consent by such Grantorthe Gran- tor which instructions shall only be given upon the occurrence and during the Continuance of an Event of Default. (cb) With respect to any material Letter of Credit Rights relating to letters of credit drawable for an amount of $5,000,000 or more included in the Collateral (other than any Letter of Credit Rights constituting consti- tuting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall, subject shall use commercially reasonable efforts to the terms of the Intercreditor Agreement, ensure that Collateral Agent (or, prior to the Discharge of the First Priority Obligations, the First Lien Collateral Agent) has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent (or, prior to the Discharge of the First Priority Obligations, the First Lien Collateral Agent). (dc) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined Deposit Account (other than any Deposit Account excluded from the Collateral pursuant to Section 2.2), the Grantor shall execute and shall use commercially reasonable efforts to cause each account bank maintaining such Deposit Account to execute an agreement (in Section 201 of the Federal Electronic Signatures in Global form and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall, subject substance reasonably satisfactory to the terms of the Intercreditor Agreement, ensure that Collateral Agent) granting Control over such Deposit Account to the Collateral Agent has Control thereof(or, prior to the Discharge of the First Priority Obligations, the First Lien Collateral Agent) within 90 days of the date hereof with respect to any Deposit Account maintained on the date hereof and within 30 days of opening or acquisition of any other Deposit Account after the date hereof; provided, provided however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having Deposit Accounts with a face amount value of less than than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $1,000,000 5,000,000 in the aggregate.

Control Requirements. (a) With Subject to Section 5.22 of the Credit Agreement with respect to any Deposit AccountsAccounts (other than any Deposit Accounts used exclusively for (i) payroll or employee benefits purposes or (ii) which have a monthly balance of less than $10,000 individually or $15,000 in the aggregate for all such accounts), Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has, subject to the terms of the Intercreditor Agreement, has Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $1,000,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which the ), so that any such Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), ) pursuant to which the Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall, subject to the terms of the Intercreditor Agreement, cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), at the request of the Collateral Agent, each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), ) pursuant to which such issuer agrees shall agree to comply with the Collateral Agent’s instructions with respect to such disposition of funds in the Uncertificated Security without further consent by such Grantor. (c) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall, subject to the terms of the Intercreditor Agreement, shall ensure that Collateral Agent has Control thereof by obtaining making reasonable commercial efforts to obtain the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall, subject shall make all reasonable efforts to the terms of the Intercreditor Agreement, ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 individually or $1,000,000 in the aggregate.

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

Control Requirements. (a) With Subject to Section 6.18 of the Credit Agreement (to the extent applicable), with respect to any Deposit AccountsAccount, Securities AccountsAccount, Security EntitlementsEntitlement, Commodity Accounts and Account or Commodity Contracts Contract included in the Collateral, each Grantor shall ensure that the Parity Lien Collateral Agent has, subject to the terms of the Intercreditor Agreement, Trustee has Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is as long as the aggregate cash deposited in all such Deposit Accounts does not required pursuant to the terms of the Second Lien Credit Agreement or to Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, exceed $1,000,000 individually or $1,000,000 in the aggregate1,000,000. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Parity Lien Collateral Agent) Trustee pursuant to which the Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Parity Lien Collateral AgentTrustee’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Parity Lien Collateral Agent)Trustee, pursuant to which the Bank such depository institution shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Parity Lien Collateral AgentTrustee’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts Contracts, each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause Control in favor of the Parity Lien Collateral Agent Trustee in a manner reasonably acceptable to the Parity Lien Collateral Agent. (b) Trustee. With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), the applicable Grantor shall promptly notify the Applicable Collateral Trustee of the acquisition thereof and thereafter at the written request of the Applicable Collateral Trustee, each Grantor shallshall cause (or, subject with respect to the terms an issuer that is not a Subsidiary or a controlled Affiliate of the Intercreditor Agreementa Grantor, cause use commercially reasonable efforts to cause), the issuer of such Uncertificated Security to either (i) register the Applicable Collateral Agent Trustee as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Applicable Collateral AgentTrustee), pursuant to which such issuer agrees to comply with the Applicable Collateral AgentTrustee’s instructions with respect to such Uncertificated Security without further consent by such Grantor; provided that, with respect to an issuer that is not a Subsidiary or a controlled Affiliate of a Grantor, if after the use of commercially reasonable efforts such Grantor cannot satisfy such requirement with respect to such Uncertificated Security then such Grantor shall not be required to take any further action with respect to such Uncertificated Security to ensure that the Applicable Collateral Trustee has Control of such Uncertificated Security. Notwithstanding anything herein to the contrary, prior to the Discharge of Priority Lien Obligations, if the applicable depositary institution, Securities Intermediary or commodities intermediary is not willing to provide Control to both the Priority Lien Collateral Trustee and the Parity Lien Collateral Trustee at the same time, the applicable Grantor shall be in compliance with this Section 4.2 if the Priority Lien Collateral Trustee has such Control (and the Priority Lien Collateral Trustee shall act as gratuitous bailee or agent for the benefit of the Parity Lien Collateral Trustee for perfection purposes pursuant to Section 7.4 of the Collateral Trust Agreement). (cb) With respect to any material Letter of Credit Rights having a value in excess of $1,000,000 individually or $3,000,000 in the aggregate included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Parity Lien Collateral Agent Trustee has a valid and perfected security interest), Grantor shall, subject shall use its commercially reasonable efforts to the terms of the Intercreditor Agreement, ensure that the Applicable Collateral Agent Trustee has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Applicable Collateral AgentTrustee. (dc) With respect to any Electronic Chattel Paper or “transferable record”(as record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall, subject to the terms of the Intercreditor Agreement, shall ensure that the Applicable Collateral Agent Trustee has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 individually or $1,000,000 2,000,000 in the aggregate.

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

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

Control Requirements. (a) With respect to any (A) all Deposit Accounts, Securities Accounts, Security Entitlements and Commodity Accounts (including Commodity Contracts maintained therein), in each case, constituting First Lien Collateral that is subject to Control of the First Lien Collateral Agent on the Closing Date, each Grantor shall use commercially reasonable efforts to ensure that within forty-five (45) days after the Closing Date such Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included are subject to the Control of the Collateral Agent in accordance with this Section 4.2(a) (and, to the extent that the Collateral Agent does not have Control over any such Collateral by such date, each Grantor shall continue to use commercially reasonable efforts to cause such Collateral to become subject to the Control of the Collateral Agent as soon as practicable thereafter) and (B) all Deposit Accounts, Securities Accounts, Security Entitlements and Commodity Accounts (including Commodity Contracts maintained therein), in each case, having a value in excess of $1,000,000 individually or $2,000,000 in the Collateralaggregate which become Collateral hereunder after the Closing Date, each Grantor shall ensure that the Collateral Agent hashas Control thereof not later than forty-five (45) days after such Deposit Account, Securities Account, Securities Entitlement, Commodity Account or Commodity Contract became Collateral hereunder (and, to the extent that the Collateral Agent does not have Control over any such Collateral by such date, each Grantor shall continue to use commercially reasonable efforts to cause such Collateral to become subject to the terms Control of the Intercreditor Agreement, Control thereofCollateral Agent as soon as practicable thereafter); provided, however, that that, in the case of clause (B), such Control requirement requirements shall not apply to (i) any such Deposit AccountsAccounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or Securities Accounts over which Control for the benefit of a Grantor’s salaried employees, (ii) any trust or fiduciary account that is not required pursuant to the terms of the Second Lien Credit Agreement specifically designated as such or to (iii) any such account, Security Entitlements, Entitlement or Commodity Accounts and Commodity Contracts with Account having a value at all times after the Closing Date not in excess of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $1,000,000 2,000,000 in the aggregateaggregate (such accounts, “Excluded Accounts”). With respect to any Securities Accounts or Securities EntitlementsEntitlements other than an Excluded Account, such Control shall be accomplished by the Grantor Grantors by causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent, a “Securities Account Control Agreement”) with the Collateral Agent pursuant to which the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor (but subject to the exclusive right of the First Lien Collateral Agent to give Entitlement Orders prior to the Discharge of First Lien Obligations). With respect to any Deposit Account other than an Excluded Account, such Control shall be accomplished by the Grantors by causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent, a “Deposit Account Control Agreement”) with the Collateral Agent pursuant to which the Securities Intermediary depositary institution shall agree to comply, subject to the terms of the Intercreditor Agreement, with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s instructions with respect to the disposition of funds in the Deposit Account without further consent by such GrantorGrantor (but subject to the exclusive right of the First Lien Collateral Agent to give such instructions prior to the Discharge of First Lien Obligations). With respect to any Commodity Accounts or Commodity Contracts other than an Excluded Account, each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause Control in favor of the Collateral Agent to have Control thereof in a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent’s) instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any material Letter of Credit Rights having a value in excess of $1,000,000 individually or $3,000,000 in the aggregate included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable any Collateral in which the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) has a valid and perfected security interest), Grantor shall, subject shall use its commercially reasonable efforts to the terms of the Intercreditor Agreement, ensure that Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. Agent (d) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateralor, Grantor shall, subject prior to the terms Discharge of First Lien Obligations, the Intercreditor Agreement, ensure that the First Lien Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 individually or $1,000,000 in the aggregateAgent).

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has, subject to the terms of the Intercreditor Agreement, Bank has Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 100,000 individually or $1,000,000 500,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor applicable Grantor(s) causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral AgentBank) pursuant to which the Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral AgentBank’s Entitlement Orders Orders, without further consent by such GrantorGrantor(s). With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral AgentBank), pursuant to which the Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral AgentBank’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause Control in favor of the Collateral Agent Bank in a manner reasonably acceptable to the Collateral AgentBank. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent Bank, as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral AgentBank), pursuant to which such issuer agrees to comply with the Collateral AgentBank’s instructions with respect to such Uncertificated Security without further consent by such Grantor; provided that the Bank shall not issue any instructions except during the continuance of an Event of Default. (c) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent Bank has a valid and perfected security interest), each Grantor shall, shall ensure that Bank has Control thereof (subject to the terms of the Intercreditor Agreement, ensure that Collateral Agent has Control thereof ) by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral AgentBank. (d) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, each Grantor shall, subject to the terms of the Intercreditor Agreement, shall ensure that the Collateral Agent Bank has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 100,000 individually or $1,000,000 500,000 in the aggregate. (e) Notwithstanding the foregoing, the Bank agrees with each Grantor that the Bank shall not give any instructions directing the disposition of funds or securities from time to time credited to any Deposit Accounts or Securities Accounts or withhold any rights from such Grantor with respect to funds from time to time credited to any Deposit Account or any securities held in any Securities Accounts unless an Event of Default has occurred and is continuing.

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

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall either (1) ensure that the Collateral Administrative Agent has, subject to has Control thereof or (1) at the terms request of the Intercreditor AgreementAdministrative Agent at the direction of the Required Lenders, cause any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral over which the Grantor is unable to ensure that the Administrative Agent has Control thereofto be moved to a depository institution or Securities Intermediary or financial institution as applicable, where such Control may be obtained; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value monthly average balance of less than, $1,000,000 500,000 individually or $1,000,000 3,000,000 in the aggregate. With respect to any Securities Accounts or Securities Security Entitlements, such Control shall be accomplished by (i) the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent) ), pursuant to which the Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Administrative Agent’s Entitlement Orders without further consent by such Grantor, or (ii) at the request of the Administrative Agent, cause such Securities Accounts or Security Entitlements to be moved to a Securities Intermediary where such agreement may be obtained. With respect to any Deposit Account, each Grantor shall (i) cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent), pursuant to which the Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Administrative Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor, or (ii) at the request of the Administrative Agent at the direction of the Required Lenders, cause such Deposit Accounts to be moved to a depository institution where such agreement may be obtained. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause Control in favor of the Collateral Administrative Agent in a manner reasonably acceptable to the Collateral AgentAdministrative Agent in consultation with the Required Lenders. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shallshall request the issuer of such Uncertificated Security, subject to the terms of the Intercreditor Agreementor, cause if the issuer of such Uncertificated Security is a Subsidiary of the Borrower, each Grantor shall cause such Subsidiary of the Borrower, to either (i1) register the Collateral Administrative Agent as the registered owner thereof on the books and records of the issuer or (ii1) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent), pursuant to which such issuer agrees to comply with the Collateral Administrative Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) Each Grantor further agrees that it will not take any action, or permit any person over which Grantor has control to take action, that would cause any such Pledged Equity Interest that is not a Security to become a “Security” as defined in Article 8 of the Uniform Commercial Code of any State or the District of Columbia, unless such Pledged Equity Interest is evidenced by a Security Certificate which has been delivered (or is promptly delivered upon such Pledged Equity Interest that is not a Security becoming a Security) to the Administrative Agent indorsed in blank pursuant to Section 4.1(a) of this Agreement. (d) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Administrative Agent has a valid and perfected security interest), Grantor shall, subject to the terms of the Intercreditor Agreement, shall ensure that Collateral the Administrative Agent has Control thereof by obtaining using commercially reasonable efforts to obtain the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Administrative Agent. (de) With respect to any Electronic Chattel Paper or “transferable record”(as record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall, subject shall use commercially reasonable efforts to the terms of the Intercreditor Agreement, ensure that the Collateral Administrative Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 250,000 individually or $1,000,000 in the aggregate.

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

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

Control Requirements. (a) With Subject to Section 6.18 of the Credit Agreement (to the extent applicable), with respect to any Deposit AccountsAccount, Securities AccountsAccount, Security EntitlementsEntitlement, Commodity Accounts and Account or Commodity Contracts Contract included in the Collateral, each Grantor shall ensure that the Priority Lien Collateral Agent has, subject to the terms of the Intercreditor Agreement, Trustee has Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is as long as the aggregate cash deposited in all such Deposit Accounts does not required pursuant to the terms of the Second Lien Credit Agreement or to Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, exceed $1,000,000 individually or $1,000,000 in the aggregate1,000,000. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Priority Lien Collateral Agent) Trustee pursuant to which the Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Priority Lien Collateral AgentTrustee’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Priority Lien Collateral Agent)Trustee, pursuant to which the Bank such depository institution shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Priority Lien Collateral AgentTrustee’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts Contracts, each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause Control in favor of the Priority Lien Collateral Agent Trustee in a manner reasonably acceptable to the Priority Lien Collateral Agent. (b) Trustee. With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), the applicable Grantor shall promptly notify the Priority Lien Collateral Trustee of the acquisition thereof and thereafter at the written request of the Priority Lien Collateral Trustee, each Grantor shallshall cause (or, subject with respect to the terms an issuer that is not a Subsidiary or a controlled Affiliate of the Intercreditor Agreementa Grantor, cause use commercially reasonable efforts to cause), the issuer of such Uncertificated Security to either (i) register the Priority Lien Collateral Agent Trustee as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Priority Lien Collateral AgentTrustee), pursuant to which such issuer agrees to comply with the Priority Lien Collateral AgentTrustee’s instructions with respect to such Uncertificated Security without further consent by such Grantor; provided that, with respect to an issuer that is not a Subsidiary or a controlled Affiliate of a Grantor, if after the use of commercially reasonable efforts such Grantor cannot satisfy such requirement with respect to such Uncertificated Security then such Grantor shall not be required to take any further action with respect to such Uncertificated Security to ensure that the Priority Lien Collateral Trustee has Control of such Uncertificated Security. (cb) With respect to any material Letter of Credit Rights having a value in excess of $1,000,000 individually or $3,000,000 in the aggregate included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Priority Lien Collateral Agent Trustee has a valid and perfected security interest), Grantor shall, subject shall use its commercially reasonable efforts to the terms of the Intercreditor Agreement, ensure that the Priority Lien Collateral Agent Trustee has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Priority Lien Collateral AgentTrustee. (dc) With respect to any Electronic Chattel Paper or “transferable record”(as record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall, subject to the terms of the Intercreditor Agreement, shall ensure that the Priority Lien Collateral Agent Trustee has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 individually or $1,000,000 2,000,000 in the aggregate.

Control Requirements. (a) With respect to any Deposit Accounts (other than Excluded Deposit Accounts), Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the CollateralCollateral as of the Closing Date, each Grantor the Borrower shall ensure that the Collateral Agent hashas Control thereof by entering into a Control Agreement in respect thereof that would meet the requirements for any such agreement contemplated by the immediately succeeding sentence. Following the Closing Date, subject to the terms within thirty (30) days of the Intercreditor AgreementBorrower acquiring, Control thereof; provided, however, that such Control requirement shall not apply to opening or otherwise owning any Deposit Accounts (other than Excluded Deposit Accounts), Securities Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Security Entitlements, Commodity Accounts and Commodity Contracts constituting a portion of the Collateral that are not already subject to the Control of the Collateral Agent, the Borrower shall use commercially reasonable efforts to establish such Control by: (i) with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $1,000,000 in the aggregate. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing using commercially reasonable efforts to cause the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement a Control Agreement in form and substance reasonably satisfactory to the Collateral Agent) Agent pursuant to which the Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With the Borrower; (ii) with respect to any such Deposit AccountAccount (other than Excluded Deposit Accounts), each Grantor shall using commercially reasonable efforts to cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement a Control Agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With the Borrower; and (iii) with respect to any such Commodity Accounts or Commodity Contracts each Grantor shallContracts, subject using commercially reasonable efforts to the terms of the Intercreditor Agreement, cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor the Borrower shall, subject to the terms within thirty (30) days of the Intercreditor AgreementBorrower acquiring such Uncertificated Security, use commercially reasonable efforts to cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantorthe Borrower. (c) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall, subject to the terms of the Intercreditor Agreement, ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall, subject to the terms of the Intercreditor Agreement, ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 individually or $1,000,000 in the aggregate.

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

Control Requirements. (a) With Notwithstanding anything to the contrary herein, no blocked account agreement, account control agreement or similar agreement shall be required, and providing the Collateral Agent with Control shall not be required, with respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has, subject to the terms of the Intercreditor Agreement, Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $1,000,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which the Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall, subject to the terms of the Intercreditor Agreement, cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in partnership interest or limited liability company interest owned by any Grantor that is required to be pledged to the Collateral Agent pursuant to the terms hereof (to the extent required under Section 5.12 of the Credit Agreement) (other than a partnership interest or limited liability company interest held by a Clearing Corporation, Securities Intermediary or other financial intermediary of any Uncertificated Securities credited to kind) which is not represented by a Securities Account), each Grantor shall, subject to the terms certificate and which is not a Security for purposes of the Intercreditor AgreementUCC, cause the such Grantor shall not permit any issuer of such Uncertificated Security partnership interests or limited liability company interests to either (i) register enter into any agreement with any Person, other than the Collateral Agent or any holder of a Permitted Lien, whereby such issuer effectively delivers “control” of such partnership interests or limited liability company interests (as applicable) under the registered owner thereof on the books and records of the issuer UCC to such Person or (ii) execute allow such partnership interests or limited liability company interests (as applicable) to become Securities unless such Grantor complies with the procedures set forth in Section 4.1(a) within the time period prescribed therein. Each Grantor which is an agreement substantially in the form issuer of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the any uncertificated Pledged Collateral Agent), pursuant to which such issuer hereby agrees to comply with the Collateral Agent’s all instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which from the Collateral Agent has a valid and perfected security interest)without such Grantor’s further consent, Grantor shall, in each case subject to the terms of the Intercreditor Agreement, ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined notice requirements set forth in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction6.6(b) included in the Collateral, Grantor shall, subject to the terms of the Intercreditor Agreement, ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 individually or $1,000,000 in the aggregatehereof.

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

Control Requirements. EXECUTION VERSION (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has, subject to the terms of the Intercreditor Agreement, Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $1,000,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which the Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall, subject to the terms of the Intercreditor Agreement, cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause the issuer of such Uncertificated Security (other than any such issuer which is a Foreign Subsidiary or a Securitization Entity) to either (i) register the Collateral Agent Trustee as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral AgentTrustee), pursuant to which such issuer agrees to comply with the Collateral AgentTrustee’s instructions with respect to such Uncertificated Security without further consent by such GrantorGrantor which instructions shall only be given upon the occurrence and during the Continuance of an Event of Default. (cb) With respect to any material Letter of Credit Rights relating to letters of credit drawable for an amount of $5,000,000 or more included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent Trustee has a valid and perfected security interest), Grantor shall, subject shall use commercially reasonable efforts to the terms of the Intercreditor Agreement, ensure that Collateral Agent Trustee has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral AgentTrustee. (dc) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined Deposit Account (other than any Deposit Account excluded from the Collateral pursuant to Section 2.2), each Grantor shall execute and shall use commercially reasonable efforts to cause each account bank maintaining such Deposit Account to execute an agreement (in Section 201 form and substance reasonably satisfactory to the Collateral Trustee) granting Control over such Deposit Account to the Collateral Trustee within 90 days of the Federal Electronic Signatures in Global date hereof with respect to any Deposit Account maintained on the date hereof and National Commerce Act within 30 days of opening or in Section 16 acquisition of any other Deposit Account after the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall, subject to the terms of the Intercreditor Agreement, ensure that the Collateral Agent has Control thereofdate hereof; provided, provided however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having Deposit Accounts with a face amount value of less than than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $1,000,000 5,000,000 in the aggregate.

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, Collateral each Grantor shall ensure that the Collateral Agent has, subject to the terms of the Intercreditor Agreement, has Control thereof; provided, however, that such Control requirement shall not apply to any (A)(i) Deposit Accounts with a value of less than, or having funds or other assets credited thereto with a value of less than, $100,000 individually or $500,000 in the aggregate for more than five (5) days, (ii) Deposit Accounts specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Grantor’s employees, (iii) Deposit Accounts specifically and exclusively used for cash collateral to secure letters of credit permitted under the Credit Agreement (other than Letters of Credit thereunder), (iv) Deposit Accounts maintained solely for the purpose of complying with legal requirements to the extent that such legal requirements applicable to the Grantors prohibit the granting of a Lien thereon, (v) Deposit Accounts maintained specifically and exclusively for use in pari mutual wagering, (vi) any accounts containing amounts that are not the property of the Grantor, and (vii) escrow accounts (collectively, “Excluded Deposit Accounts”) and (B) Securities Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 100,000 individually or $1,000,000 500,000 in the aggregateaggregate for more than five (5) days (“Excluded Securities Account”); provided, further, that, with respect to any Deposit Account that contains cash or cash equivalents necessary to satisfy the minimum bankroll requirement under applicable Gaming Laws (the amount of such cash and cash equivalents at any time, the “Minimum Bankroll Amount”), notwithstanding the Collateral Agent’s Control of any such Deposit Account, Collateral Agent agrees that it will not be permitted, after the occurrence and during the continuation of an Event of Default, to cause an amount at any time equal to the then applicable Minimum Bankroll Amount to be transferred from such Deposit Account to an account of or for the benefit of the Collateral Agent and the Secured Parties and such Minimum Bankroll Amount shall continue on deposit to be used exclusively to satisfy the minimum bankroll requirements under applicable Gaming Laws. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) Agent pursuant to which the Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts Contracts, each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall, subject with respect to the terms of the Intercreditor Agreement, its wholly-owned subsidiaries shall use commercially reasonable efforts with respect to any issuer to cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), with a value in excess of $1,000,000 individually or $2,500,000 in the aggregate, each Grantor shall, subject shall use commercially reasonable efforts to the terms of the Intercreditor Agreement, ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall, subject to the terms of the Intercreditor Agreement, shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 individually or individually, except to the extent that the aggregate outstanding face amount of such Electronic Chattel Paper exceeds $1,000,000 2,500,000 (in the aggregatewhich case, such Control requirement under this Section 4.2(d) shall apply to all Electronic Chattel Paper in excess of such aggregate amount).

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has, subject to the terms of the Intercreditor Agreement, (or its agent) has Control thereof; provided, however, that such Control requirement shall not apply to any (i) Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value for which the aggregate average monthly balance of all such accounts is less thanthan $500,000 or (ii) accounts specially and exclusively used for payroll, or having funds or payroll tax and other assets credited thereto with a value of less than, $1,000,000 individually or $1,000,000 in the aggregateemployee wage and benefit payments. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) Agent pursuant to which the Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s (or its agent’s) Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), Agent pursuant to which the Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s (or its agent’s) instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause Control in favor of the Collateral Agent (or its agent’s) in a manner reasonably acceptable to the Collateral Agent. Notwithstanding anything to the contrary in this Agreement or any other Secured Debt Document, the Collateral Agent shall only issue Entitlement Orders or instructions with respect to Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts upon the occurrence and during the continuance of a Third Lien Event of Default. (b) With respect to any Uncertificated Security included in the Collateral and issued by an issuer formed under the laws of the United States or any political subdivision thereof (other than any Uncertificated Securities credited to a Securities AccountAccount and the DPT LLC Interests), each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor; provided, however, that the Collateral Agent shall only issue instructions with respect to such Uncertificated Security without the consent of such Grantor upon the occurrence and during the continuance of a Third Lien Event of Default. (c) With respect to any material Letter of Credit Rights with respect to a letter of credit drawable for an amount of $50,000 or more and included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall, subject to the terms of the Intercreditor Agreement, shall ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent; provided, however, that the Collateral Agent shall only issue instructions with respect to such Letter of Credit Rights without the consent of such Grantor upon the occurrence and during the continuance of a Third Lien Event of Default. (d) With respect to any Electronic Chattel Paper or “transferable record”(as record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall, subject to the terms of the Intercreditor Agreement, shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 25,000 individually or $1,000,000 50,000 in the aggregate.

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

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

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has, subject to the terms of the Intercreditor Agreement, Bank has Control thereofthereof ; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 100,000 individually or $1,000,000 500,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor applicable Grantor(s) causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral AgentBank) pursuant to which the Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral AgentBank’s Entitlement Orders Orders, without further consent by such GrantorGrantor(s). With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral AgentBank), pursuant to which the Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral AgentBank’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause Control in favor of the Collateral Agent Bank in a manner reasonably acceptable to the Collateral AgentBank. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent Bank, as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral AgentBank), pursuant to which such issuer agrees to comply with the Collateral AgentBank’s instructions with respect to such Uncertificated Security without further consent by such Grantor; provided that the Bank shall not issue any instructions except during the continuance of an Event of Default. (c) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent Bank has a valid and perfected security interest), each Grantor shall, shall ensure that Bank has Control thereof (subject to the terms of the Intercreditor Agreement, ensure that Collateral Agent has Control thereof ) by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral AgentBank. (d) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, each Grantor shall, subject to the terms of the Intercreditor Agreement, shall ensure that the Collateral Agent Bank has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 100,000 individually or $1,000,000 500,000 in the aggregate. (e) Notwithstanding the foregoing, the Bank agrees with each Grantor that the Bank shall not give any instructions directing the disposition of funds or securities from time to time credited to any Deposit Accounts or Securities Accounts or withhold any rights from such Grantor with respect to funds from time to time credited to any Deposit Account or any securities held in any Securities Accounts unless an Event of Default has occurred and is continuing.

Control Requirements. Subject to the provisions of the Intercreditor Agreement: (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall either (x) ensure that the First Lien Agent or, after the Discharge of First Lien Obligations, the Collateral Trustee has Control thereof pursuant to clause (i), (ii) or (iii) of this Section 4.2(a), as applicable, or (y) if the First Lien Agent hasor, subject to after the terms Discharge of First Lien Obligations, the Collateral Trustee does not have Control thereof in accordance with clause (x), then at the request of the Intercreditor AgreementCollateral Trustee, cause such Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract to be moved to a depository institution, Securities Intermediary or financial institution, as applicable, where such Control thereofmay be established; provided, however, that such the Control requirement requirements in this Section 4.2(a) shall not apply to any Deposit AccountsAccount, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Account, Security EntitlementsEntitlement, Commodity Accounts Account and Commodity Contracts with Contract, in each case, having a value of less thanvalue, or having funds or other assets credited thereto with a value monthly average balance of less than, than $1,000,000 2,000,000 individually or and $1,000,000 10,000,000 in the aggregate. aggregate for all Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract of all Grantors. (i) With respect to any Securities Accounts Account or Securities EntitlementsSecurity Entitlements included in the Collateral, such Control shall be accomplished established by the Grantor causing (A) the Securities Intermediary maintaining which maintains such Securities Account or Security Entitlement to enter entering into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the Securities Intermediary shall not be reasonably satisfactory to the Collateral Trustee)), pursuant to which the Securities Intermediary shall agree to comply with the First Lien Agent’s or, after the Discharge of First Lien Obligations, the Collateral Trustee’s Entitlement Orders without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Securities Account or Security Entitlement to be moved to a Securities Intermediary where such an agreement may be obtained. (ii) With respect to any Deposit Account included in the Collateral, Control shall be established by (A) the depositary institution which maintains such Deposit Account entering into an agreement substantially in the form of Exhibit D (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which the Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, with Trustee (it being agreed that any agreement requiring the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect Trustee in its individual capacity to any Deposit Account, each Grantor shall cause indemnify the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance shall not be reasonably satisfactory to the Collateral AgentTrustee)), pursuant to which the Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the First Lien Agent’s or, after the Discharge of First Lien Obligations, the Collateral AgentTrustee’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. , or (B) at the request of the Collateral Trustee, a Grantor causing such Deposit Account to be moved to a depository institution where such an agreement may be obtained. (iii) With respect to any Commodity Accounts Account or Commodity Contracts each included in the Collateral, Control shall be established by the applicable Grantor shall, subject to the terms of the Intercreditor Agreement, cause Control in favor of the Collateral Agent Trustee in a manner reasonably acceptable to the Collateral AgentTrustee. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall, subject to the terms of the Intercreditor Agreement, cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall, subject to the terms of the Intercreditor Agreement, ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall, subject to the terms of the Intercreditor Agreement, ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 individually or $1,000,000 in the aggregate.

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has, subject to the terms of the Intercreditor Agreement, (or its agent) has Control thereof; provided, however, that such Control requirement shall not apply to any (i) Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value for which the aggregate average monthly balance of all such accounts is less thanthan $500,000 or (ii) accounts specially and exclusively used for payroll, or having funds or payroll tax and other assets credited thereto with a value of less than, $1,000,000 individually or $1,000,000 in the aggregateemployee wage and benefit payments. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) Agent pursuant to which the Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s (or its agent’s) Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), Agent pursuant to which the Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s (or its agent’s) instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause Control in favor of the Collateral Agent (or its agent’s) in a manner reasonably acceptable to the Collateral Agent. Notwithstanding anything to the contrary in this Agreement or any other Secured Debt Document, the Collateral Agent shall only issue Entitlement Orders or instructions with respect to Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts upon the occurrence and during the continuance of a First Lien Event of Default. (b) With respect to any Uncertificated Security included in the Collateral and issued by an issuer formed under the laws of the United States or any political subdivision thereof (other than any Uncertificated Securities credited to a Securities AccountAccount and the DPT LLC Interests), each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor; provided, however, that the Collateral Agent shall only issue instructions with respect to such Uncertificated Security without the consent of such Grantor upon the occurrence and during the continuance of a First Lien Event of Default. (c) With respect to any material Letter of Credit Rights with respect to a letter of credit drawable for an amount of $50,000 or more and included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall, subject to the terms of the Intercreditor Agreement, shall ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent; provided, however, that the Collateral Agent shall only issue instructions with respect to such Letter of Credit Rights without the consent of such Grantor upon the occurrence and during the continuance of a First Lien Event of Default. (d) With respect to any Electronic Chattel Paper or “transferable record”(as record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall, subject to the terms of the Intercreditor Agreement, shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 25,000 individually or $1,000,000 50,000 in the aggregate.

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

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Each Grantor shall use commercially reasonable efforts to ensure that the Collateral Administrative Agent hashas Control of (i) each Deposit Account (other than any Excluded Deposit Account) and (ii) each Securities Account (other than any Excluded Securities Account), subject in each case, owned by such Grantor. Subject to the terms last sentence of this paragraph, the Intercreditor Agreement, Control thereof; provided, however, that such Control requirement Grantors shall not apply use commercially reasonable efforts to cause (A) each Bank maintaining a Deposit Account (other than any Excluded Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Security Entitlements, Commodity Accounts Account) and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $1,000,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the (B) each Securities Intermediary maintaining such a Securities Account or Security Entitlement (other than any Excluded Securities Account), in each case, to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which the Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Administrative Agent (an “Account Control Agreement, with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent”), pursuant to which the which, upon notice of a continuing Event of Default, such Bank or Securities Intermediary, as applicable, shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Administrative Agent’s instructions with respect to disposition of funds in the such Deposit Account or Securities Account without further consent by any Grantor (any such GrantorBank executing and delivering any such agreement, a “Controlled Depositary”, and any such Securities Intermediary executing and delivering any such agreement, a “Controlled Intermediary”). With respect In the event any such Bank or Securities Intermediary refuses to execute and deliver such agreement, the Administrative Agent, in its sole discretion, may require funds held in the applicable Deposit Account and applicable Investment Property to be transferred to the Administrative Agent or a Controlled Depositary or Controlled Intermediary, as applicable. The provisions in this Section 4.2(a) requiring an Account Control Agreement shall not apply to any Commodity Accounts Deposit Account or Commodity Contracts each Grantor shall, subject to Securities Account for which the terms of Administrative Agent is the Intercreditor Agreement, cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agentdepository bank. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities Security credited to a Securities Account), each Grantor shall, Account and any Uncertificated Security subject to the terms requirements of Section 4.2(c)), the Intercreditor Agreement, Grantors shall take commercially reasonable efforts to cause the issuer of such Uncertificated Security to either (i) register the Collateral Administrative Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent), pursuant to which such issuer agrees to comply with the Collateral Administrative Agent’s instructions with respect to such Uncertificated Security without further consent by any Grantor; provided, however, that such Grantorrequirement shall not apply to any such Uncertificated Securities having a value of $200,000 individually or $400,000 in the aggregate. (c) With respect to any Uncertificated Security included in the Collateral where the issuer is a Subsidiary of any Grantor, the Grantors shall cause the issuer of such Uncertificated Security to either (i) register the Administrative Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which such issuer agrees to comply with the Administrative Agent’s instructions with respect to such Uncertificated Security without further consent by any Grantor; provided, however, that such requirement shall not apply to any such Uncertificated Securities having a value of $200,000 individually or $400,000 in the aggregate (d) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Administrative Agent has a valid and perfected security interest), Grantor shall, subject the Grantors shall take commercially reasonable efforts to the terms of the Intercreditor Agreement, ensure that Collateral the Administrative Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Administrative Agent; provided, however, that such Control requirement shall not apply to any such Letter of Credit Rights under letters of credit having a face amount of $200,000 individually or $400,000 in the aggregate. (de) With respect to any Electronic Chattel Paper or “transferable record”(as record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall, subject the Grantors shall take commercially reasonable efforts to the terms of the Intercreditor Agreement, ensure that the Collateral Administrative Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable “transferable” record having a face amount of less than $1,000,000 200,000 individually or $1,000,000 400,000 in the aggregate.

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

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall shall, within the time period specified in the Indenture for any such Investment Account, Commodity Contracts and Security Entitlement existing on the Issue Date, and within 90 days of the opening of any such Investment Account, Commodity Contracts and Security Entitlement after the Issue Date, ensure that the Collateral Agent has, subject to the terms of the Intercreditor Agreement, has Control thereof; providedprovided that, howevernotwithstanding the foregoing, that such the Company shall enter into the Interest Reserve Account Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to Agreement on the terms of the Second Lien Credit Agreement or to Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $1,000,000 in the aggregateIssue Date. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which , within the time periods as specified in the preceding sentence, so that any such Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any such Deposit Account, each Grantor shall shall, within the time periods specified in the first sentence of this Section 4.2(a), cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), Agent pursuant to which the Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With Notwithstanding anything herein or in the Indenture to the contrary, the Company shall not be required to implement Control arrangements with respect to bank account xxxx-0040 at Bank of America (or any Commodity Accounts successor account), so long as such account consists exclusively of certificates of deposit or Commodity Contracts each Grantor shall, subject to the terms of the Intercreditor Agreement, cause Control like instruments posted as collateral in favor of the Collateral Agent issuers of letters of credit obtained by the Company in a manner reasonably acceptable to the Collateral Agentordinary course of business. (b) With respect to any Uncertificated Security with a Fair Market Value in excess of $500,000, included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), ) each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause the issuer of such Uncertificated Security to either promptly (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees shall agree to comply with the Collateral Agent’s instructions with respect to such disposition of funds in the Uncertificated Security without further consent by such Grantor. (c) With respect to any material Letter of Credit Rights with a Fair Market Value in excess of $500,000 included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), each Grantor shall, subject shall use its commercially reasonable efforts to the terms of the Intercreditor Agreement, ensure that Collateral Agent has Control thereof by obtaining obtain the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect to any Electronic Chattel Paper with a Fair Market Value in excess of $500,000 or “transferable record”(as record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, each Grantor shall, subject shall use commercially reasonable efforts to the terms of the Intercreditor Agreement, ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 individually or $1,000,000 in the aggregate.

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

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

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has, subject to the terms of the Intercreditor Agreement, Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $1,000,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which the Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall, subject to the terms of the Intercreditor Agreement, cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each applicable Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause the issuer of such Uncertificated Security (other than any such issuer which is a Foreign Subsidiary or a Securitization Entity) to either (i) register the Collateral Agent Trustee as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral AgentTrustee), pursuant to which such issuer agrees to comply with the Collateral AgentTrustee’s instructions with respect to such Uncertificated Security without further consent by such GrantorGrantor which instructions shall only be given upon the occurrence and during the Continuance of an Event of Default. (cb) With respect to any material Letter of Credit Rights relating to letters of credit drawable for an amount of $5,000,000 or more included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent Trustee has a valid and perfected security interest), each applicable Grantor shall, subject shall use commercially reasonable efforts to the terms of the Intercreditor Agreement, ensure that Collateral Agent Trustee has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral AgentTrustee. (c) With respect to any Deposit Account (other than any Deposit Account excluded from the Collateral pursuant to Section 2.2), each applicable Grantor shall execute and shall use commercially reasonable efforts to cause each account bank maintaining such Deposit Account to execute an agreement (in form and substance reasonably satisfactory to the Collateral Trustee) granting Control over such Deposit Account to the Collateral Trustee within 60 days of the date hereof with respect to any Deposit Account maintained on the date hereof and within 30 days of opening or acquisition of any other Deposit Account after the date hereof; provided however, that such Control requirement shall not apply to any Deposit Accounts with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $5,000,000 in the aggregate. For the avoidance of doubt, (i) this Section 4.2(c) shall apply both to any Deposit Accounts of each Regulated Subsidiary Guarantor containing Available Cash Collateral and to any Deposit Accounts of each Grantor that is not a Regulated Subsidiary Guarantor and (ii) no Deposit Account of any Regulated Subsidiary Guarantor containing Available Cash Collateral shall be excluded from the Collateral pursuant to Section 2.2 or otherwise. (d) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined Securities Account (other than any Securities Account excluded from the Collateral pursuant to Section 2.2), each applicable Grantor shall execute and shall use commercially reasonable efforts to cause each intermediary maintaining such Securities Account to execute an agreement (in Section 201 form and substance reasonably satisfactory to the Collateral Trustee) granting Control over such Securities Account to the Collateral Trustee within 60 days of the Federal Electronic Signatures in Global date hereof with respect to any Securities Account maintained on the date hereof and National Commerce Act within 30 days of opening or in Section 16 acquisition of any other Securities Account after the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall, subject to the terms of the Intercreditor Agreement, ensure that the Collateral Agent has Control thereofdate hereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having Securities Account with a face amount value of less than than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $1,000,000 5,000,000 in the aggregate. For the avoidance of doubt, (i) this Section 4.2(d) shall apply both to any Securities Accounts of each Regulated Subsidiary Guarantor containing Available Cash Collateral and to any Securities Accounts of each Grantor that is not a Regulated Subsidiary Guarantor and (ii) no Securities Account of any Regulated Subsidiary Guarantor containing Available Cash Collateral shall be excluded from the Collateral pursuant to Section 2.2 or otherwise. (e) With respect to any Commodity Accounts (and any Commodity Contracts held or carried therein) (other than any Commodity Contracts and Commodity Accounts excluded from the Collateral pursuant to Section 2.2), each applicable Grantor shall execute and shall use commercially reasonable efforts to cause each intermediary maintaining such Commodity Account (and any such Commodity Contract held or carried therein) to execute an agreement (in form and substance reasonably satisfactory to the Collateral Trustee) granting Control over such Commodity Account (and any such Commodity Contract held or carried therein) to the Collateral Trustee within 60 days of the date hereof with respect to any Commodity Account (and any such Commodity Contract held or carried therein) maintained on the date hereof and within 30 days of opening or acquisition of any other Commodity Contract or Commodity Account (and any such Commodity Contract held or carried therein) after the date hereof. For the avoidance of doubt, (i) this Section 4.2(e) shall apply both to any Commodity Accounts (and any Commodity Contract held or carried therein) of each Regulated Subsidiary Guarantor containing Available Cash Collateral and to any Commodity Accounts (and any Commodity Contract held or carried therein) of each Grantor that is not a Regulated Subsidiary Guarantor and (ii) no Commodity Accounts (and no Commodity Contracts held or carried therein) of any Regulated Subsidiary Guarantor containing Available Cash Collateral shall be excluded from the Collateral pursuant to Section 2.2 or otherwise.

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

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

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, Collateral each Grantor shall ensure that the Collateral Agent has, subject to the terms of the Intercreditor Agreement, has Control thereof; provided, however, that such Control requirement shall not apply to any (A)(i) Deposit Accounts with a value of less than, or having funds or other assets credited thereto with a value of less than, $100,000 individually or $500,000 in the aggregate for more than five (5) days, (ii) Deposit Accounts specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Grantor’s employees, (iii) Deposit Accounts specifically and exclusively used for cash collateral to secure letters of credit permitted under the Credit Agreement (other than Letters of Credit thereunder), (iv) Deposit Accounts maintained solely for the purpose of complying with legal requirements to the extent that such legal requirements applicable to the Grantors prohibit the granting of a Lien thereon, (v) Deposit Accounts maintained specifically and exclusively for use in pari mutual wagering, (vi) any accounts containing amounts that are not exclusively the property of the Grantor, and (vii) escrow accounts (collectively, “Excluded Deposit Accounts”) and (B) Securities Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 100,000 individually or $1,000,000 500,000 in the aggregateaggregate for more than five (5) days (“Excluded Securities Account”); provided, further, that, with respect to any Deposit Account that contains cash or cash equivalents necessary to satisfy the minimum bankroll requirement under applicable Gaming Laws (the amount of such cash and cash equivalents at any time, the “Minimum Bankroll Amount”), notwithstanding the Collateral Agent’s Control of any such Deposit Account, Collateral Agent agrees that it will not be permitted, after the occurrence and during the continuation of an Event of Default, to cause an amount at any time equal to the then applicable Minimum Bankroll Amount to be transferred from such Deposit Account to an account of or for the benefit of the Collateral Agent and the Secured Parties and such Minimum Bankroll Amount shall continue on deposit to be used exclusively to satisfy the minimum bankroll requirements under applicable Gaming Laws. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) Agent pursuant to which the Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts Contracts, each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall, subject with respect to the terms of the Intercreditor Agreement, its wholly-owned subsidiaries shall use commercially reasonable efforts with respect to any issuer to cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall, subject to the terms of the Intercreditor Agreement, ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall, subject to the terms of the Intercreditor Agreement, ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 individually or $1,000,000 in the aggregate.

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

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor The Grantors shall ensure that Agent has Control of the Collateral Agent hasDeposit Account at Comerica Bank numbered 1891677054 and each successor account thereof (collectively, subject the “Primary Operating Account”). Subject to the terms last sentence of this paragraph, with respect to the Primary Operating Account, the Grantors shall as promptly as possible, but in any event, within 270 days of the Intercreditor AgreementClosing Date (or such longer period of time as consented to by Agent), Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to cause the terms of Bank maintaining the Second Lien Credit Agreement or to Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $1,000,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Primary Operating Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which the Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agent (an “Account Control Agreement, with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent”), pursuant to which the which, upon notice of a continuing Event of Default, such Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Primary Operating Account without further consent by such any Grantor. With respect The provisions in this Section 4.2(a) requiring an Account Control Agreement shall not apply to any Commodity Accounts or Commodity Contracts each Grantor shall, subject to Deposit Account for which Agent is the terms of the Intercreditor Agreement, cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agentdepository bank. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities Security credited to a Securities Account), each Grantor shall, Account and any Uncertificated Security subject to the terms requirements of Section 4.2(c)), the Intercreditor Agreement, Grantors shall take commercially reasonable efforts to cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by any Grantor; provided, however, that such Grantorrequirement shall not apply to any such Uncertificated Securities having a value of $100,000 individually or $100,000 in the aggregate. (c) With respect to any Uncertificated Security included in the Collateral where the issuer is a Subsidiary of any Grantor, the Grantors shall cause the issuer of such Uncertificated Security to either (i) register Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement in form and substance reasonably satisfactory to Agent, pursuant to which such issuer agrees to comply with Agent’s instructions with respect to such Uncertificated Security without further consent by any Grantor; provided, however, that such requirement shall not apply to any such Uncertificated Securities having a value of $100,000 individually or $100,000 in the aggregate (d) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall, subject the Grantors shall take commercially reasonable efforts to the terms of the Intercreditor Agreement, ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to Agent; provided, however, that such Control requirement shall not apply to any such Letter of Credit Rights under letters of credit having a face amount of $100,000 individually or $100,000 in the Collateral Agentaggregate. (de) With respect to any Electronic Chattel Paper or “transferable record”(as record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall, subject the Grantors shall take commercially reasonable efforts to the terms of the Intercreditor Agreement, ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable “transferable” record having a face amount of less than $1,000,000 100,000 individually or $1,000,000 100,000 in the aggregate.

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall shall, within the time period specified in the Indenture for any such Investment Account, Commodity Contracts and Security Entitlement existing on the Issue Date, and within 90 days of the opening of any such Investment Account, Commodity Contracts and Security Entitlement after the Issue Date, ensure that the Collateral Agent has, subject to the terms of the Intercreditor Agreement, has Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $1,000,000 in the aggregate. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which , within the time periods as specified in the preceding sentence, so that any such Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any such Deposit Account, each Grantor shall shall, within the time periods specified in the first sentence of this Section 4.2(a), cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), Agent pursuant to which the Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall, subject to the terms of the Intercreditor Agreement, cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security with a Fair Market Value in excess of $500,000, included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), ) each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause the issuer of such Uncertificated Security to either promptly (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees shall agree to comply with the Collateral Agent’s instructions with respect to such disposition of funds in the Uncertificated Security without further consent by such Grantor. (c) With respect to any material Letter of Credit Rights with a Fair Market Value in excess of $500,000 included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), each Grantor shall, subject shall use its commercially reasonable efforts to the terms of the Intercreditor Agreement, ensure that Collateral Agent has Control thereof by obtaining obtain the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect to any Electronic Chattel Paper with a Fair Market Value in excess of $500,000 or “transferable record”(as record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, each Grantor shall, subject shall use commercially reasonable efforts to the terms of the Intercreditor Agreement, ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 individually or $1,000,000 in the aggregate.

Control Requirements. Subject to the provisions of Section 3.3: (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall either (x) ensure that the DIP Agent or the First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee has Control thereof pursuant to clause (i), (ii) or (iii) of this Section 4.2(a), as applicable, or (y) if the DIP Agent hasor First Lien Agent or, after the Discharge of the Senior Obligations, the Collateral Trustee does not have Control thereof in accordance with clause (x), then at the request of the Collateral Trustee, cause such Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract to be moved to a depository institution, Securities Intermediary or financial institution, as applicable, where such Control may be established or cause the foregoing to be subject to other equivalent arrangements acceptable to the terms of Collateral Trustee and the Intercreditor Tranche B Advisors (as defined in the DIP Credit Agreement, Control thereof) in their sole discretion; provided, however, that such the Control requirement requirements in this Section 4.2(a) shall not apply to any Deposit AccountsAccount, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Account, Security EntitlementsEntitlement, Commodity Accounts Account and Commodity Contracts with Contract, in each case, having a value of less thanvalue, or having funds or other assets credited thereto with a value monthly average balance of less than, than $1,000,000 100,000 individually or and $1,000,000 in the aggregate. aggregate for all Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract of all Grantors. (i) With respect to any Securities Accounts Account or Securities EntitlementsSecurity Entitlements included in the Collateral, such Control shall be accomplished established by the Grantor causing (A) the Securities Intermediary maintaining which maintains such Securities Account or Security Entitlement to enter entering into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form reasonably satisfactory to the Collateral Trustee (it being agreed that any agreement requiring the Collateral Trustee in its individual capacity to indemnify the Securities Intermediary shall not be reasonably satisfactory to the Collateral Trustee)), pursuant to which the Securities Intermediary shall agree to comply with the DIP Agent’s or First Lien Agent’s or, after the Discharge of the Senior Obligations, the Collateral Trustee’s Entitlement Orders without further consent by such Grantor, or (B) at the request of the Collateral Trustee, a Grantor causing such Securities Account or Security Entitlement to be moved to a Securities Intermediary where such an agreement may be obtained. (ii) With respect to any Deposit Account included in the Collateral, Control shall be established by (A) the depositary institution which maintains such Deposit Account entering into an agreement substantially in the form of Exhibit D (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which the Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, with Trustee (it being agreed that any agreement requiring the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect Trustee in its individual capacity to any Deposit Account, each Grantor shall cause indemnify the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance shall not be reasonably satisfactory to the Collateral AgentTrustee)), pursuant to which the Bank shall agree to complycomply with the DIP Agent’s or First Lien Agent’s or, subject to after the terms Discharge of the Intercreditor AgreementSenior Obligations, with the Collateral AgentTrustee’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. , or (B) at the request of the Collateral Trustee, a Grantor causing such Deposit Account to be moved to a depository institution where such an agreement may be obtained. (iii) With respect to any Commodity Accounts Account or Commodity Contracts each included in the Collateral, Control shall be established by the applicable Grantor shall, subject to the terms of the Intercreditor Agreement, cause Control in favor of the Collateral Agent Trustee in a manner reasonably acceptable to the Collateral AgentTrustee. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall, subject to the terms of the Intercreditor Agreement, cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall, subject to the terms of the Intercreditor Agreement, ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall, subject to the terms of the Intercreditor Agreement, ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 individually or $1,000,000 in the aggregate.

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent hashas Control thereof, subject to the terms Section 6.4 of the Intercreditor Loan Agreement, Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $1,000,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which the Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, subject to Section 6.4 of the Loan Agreement, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall, subject to the terms of the Intercreditor Agreement, shall ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect to any Electronic Chattel Paper or “transferable record”(as record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall, subject to the terms of the Intercreditor Agreement, shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 individually or $1,000,000 in the aggregate.

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has, subject to the terms of the Intercreditor Agreement, Bank has Control thereofthereof ; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, [$1,000,000 100,000] individually or [$1,000,000 500,000] in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor applicable Grantor(s) causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral AgentBank) pursuant to which the Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral AgentBank’s Entitlement Orders Orders, without further consent by such GrantorGrantor(s). With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral AgentBank), pursuant to which the Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral AgentBank’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause Control in favor of the Collateral Agent Bank in a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent Bank, as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral AgentBank), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor; provided that the Bank shall not issue any instructions except during the continuance of an Event of Default. (c) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent Bank has a valid and perfected security interest), each Grantor shall, shall ensure that Bank has Control thereof (subject to the terms of the Intercreditor Agreement, ensure that Collateral Agent has Control thereof ) by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral AgentBank. (d) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, each Grantor shall, subject to the terms of the Intercreditor Agreement, shall ensure that the Collateral Agent Bank has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 100,000 individually or $1,000,000 500,000 in the aggregate. (e) Notwithstanding the foregoing, the Bank agrees with each Grantor that the Bank shall not give any instructions directing the disposition of funds or securities from time to time credited to any Deposit Accounts or Securities Accounts or withhold any rights from such Grantor with respect to funds from time to time credited to any Deposit Account or any securities held in any Securities Accounts unless an Event of Default has occurred and is continuing.

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, Collateral each Grantor shall ensure that the Collateral Agent has, has Control (subject to the terms of the Intercreditor Agreement, Control ) thereof; provided, however, that such Control requirement shall not apply to any (A)(i) Deposit Accounts with a value of less than, or having funds or other assets credited thereto with a value of less than, $100,000 individually or $500,000 in the aggregate for more than five (5) days, (ii) Deposit Accounts specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Grantor’s employees, (iii) Deposit Accounts specifically and exclusively used for cash collateral to secure letters of credit permitted under the Credit Agreement (other than Letters of Credit thereunder), (iv) Deposit Accounts maintained solely for the purpose of complying with legal requirements to the extent that such legal requirements applicable to the Grantors prohibit the granting of a Lien thereon, (v) Deposit Accounts maintained specifically and exclusively for use in pari mutual wagering, (vi) any accounts containing amounts that are not the property of the Grantor and (vii) escrow accounts (collectively, “Excluded Deposit Accounts”) and (B) Securities Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 100,000 individually or $1,000,000 500,000 in the aggregateaggregate for more than five (5) days (“Excluded Securities Account”) ; provided, further, that, with respect to any Deposit Account that contains cash or cash equivalents necessary to satisfy the minimum bankroll requirement under applicable Gaming Laws (the amount of such cash and cash equivalents at any time, the “Minimum Bankroll Amount”), notwithstanding the Collateral Agent’s Control of any such Deposit Account, Collateral Agent agrees that it will not be permitted, after the occurrence and during the continuation of an Event of Default, to cause an amount at any time equal to the then applicable Minimum Bankroll Amount to be transferred from such Deposit Account to an account of or for the benefit of the Collateral Agent and the Secured Parties and such Minimum Bankroll Amount shall continue on deposit to be used exclusively to satisfy the minimum bankroll requirements under applicable Gaming Laws. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) Agent pursuant to which the Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts Contracts, each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall, subject with respect to the terms of the Intercreditor Agreement, its wholly-owned subsidiaries shall use commercially reasonable efforts with respect to any issuer to cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent (or the First Lien Collateral Agent in accordance with the Intercreditor Agreement) as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), with a value in excess of $1,000,000 individually or $2,500,000 in the aggregate, each Grantor shall, subject shall use commercially reasonable efforts to the terms of the Intercreditor Agreement, ensure that Collateral Agent has Control thereof (subject to the Intercreditor Agreement) by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall, subject to the terms of the Intercreditor Agreement, shall ensure that the Collateral Agent has Control thereofthereof (subject to the Intercreditor Agreement); provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 individually or individually, except to the extent that the aggregate outstanding face amount of such Electronic Chattel Paper exceeds $1,000,000 2,500,000 (in the aggregatewhich case, such Control requirement under this Section 4.2(d) shall apply to all Electronic Chattel Paper in excess of such aggregate amount).

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Administrative Agent has, subject to the terms of the Intercreditor Agreement, has Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $1,000,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in a form and substance reasonably satisfactory acceptable to the Collateral Agent) Administrative Agent pursuant to which the Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Administrative Agent’s Entitlement Orders without further consent by such Grantor; provided, however, that Administrative Agent agrees not to issue any Entitlement Orders with respect to any Securities Account or Security Entitlement until the occurrence and during the continuance of an Event of Default. With respect to any Deposit Account, each such Control shall be accomplished by such Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory delivering a Deposit Account Control Agreement to the Collateral Administrative Agent), pursuant to which the Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall, subject to the terms of the Intercreditor Agreement, cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall, subject to the terms of the Intercreditor Agreement, cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall, subject to the terms of the Intercreditor Agreement, ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall, subject to the terms of the Intercreditor Agreement, ensure that the Collateral Agent has Control thereof; provided, however, that Administrative Agent agrees not to issue any instructions pursuant to such Deposit Account Control requirement Agreements until the occurrence and during the continuance of an Event of Default. Notwithstanding the foregoing, Control shall not apply be required with respect to (x) Deposit Accounts, Securities Accounts and Commodity Accounts described in clause (n) of Section 2.2, (y) Deposit Accounts that are zero balance disbursement accounts that are swept daily to a Deposit Account subject to a Deposit Account Control Agreement and (z) other Deposit Accounts as long as the balance in any Electronic Chattel Paper or transferable record having a face amount individual Deposit Account as of less than the close of each Business Day does not exceed $1,000,000 individually or 5,000,000 and the aggregate balance in all such other Deposit Accounts does not exceed $1,000,000 in 20,000,000 at the aggregateclose of each Business Day.

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

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has, subject to the terms of the Intercreditor Agreement, (or its agent) has Control thereof; provided, however, that such Control requirement shall not apply to any (i) Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value for which the aggregate average monthly balance of all such accounts is less thanthan $500,000 or (ii) accounts specially and exclusively used for payroll, or having funds or payroll tax and other assets credited thereto with a value of less than, $1,000,000 individually or $1,000,000 in the aggregateemployee wage and benefit payments. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) Agent pursuant to which the Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s (or its agent’s) Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), Agent pursuant to which the Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s (or its agent’s) instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause Control in favor of the Collateral Agent (or its agent’s) in a manner reasonably acceptable to the Collateral Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall, subject . Notwithstanding anything to the terms of the Intercreditor Agreementcontrary in this Agreement or any other Secured Debt Document, cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer shall only issue Entitlement Orders or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Deposit Accounts, Securities Accounts, Security without further consent by such GrantorEntitlements, Commodity Accounts and Commodity Contracts upon the occurrence and during the continuance of a First Lien Event of Default. (c) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall, subject to the terms of the Intercreditor Agreement, ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall, subject to the terms of the Intercreditor Agreement, ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 individually or $1,000,000 in the aggregate.

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

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Agent has, subject to the terms of the Intercreditor Agreement, (or its agent) has Control thereof; provided, however, that such Control requirement shall not apply to any (i) Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value for which the aggregate average monthly balance of all such accounts is less thanthan $500,000 or (ii) accounts specially and exclusively used for payroll, or having funds or payroll tax and other assets credited thereto with a value of less than, $1,000,000 individually or $1,000,000 in the aggregateemployee wage and benefit payments. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) Agent pursuant to which the Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s (or its agent’s) Entitlement Orders without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), Agent pursuant to which the Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Agent’s (or its agent’s) instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause Control in favor of the Collateral Agent (or its agent’s) in a manner reasonably acceptable to the Collateral Agent. Notwithstanding anything to the contrary in this Agreement or any other Secured Debt Document, the Collateral Agent shall only issue Entitlement Orders or instructions with respect to Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts upon the occurrence and during the continuance of a Second Lien Event of Default. (b) With respect to any Uncertificated Security included in the Collateral and issued by an issuer formed under the laws of the United States or any political subdivision thereof (other than any Uncertificated Securities credited to a Securities AccountAccount and the DPT LLC Interests), each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor; provided, however, that the Collateral Agent shall only issue instructions with respect to such Uncertificated Security without the consent of such Grantor upon the occurrence and during the continuance of a Second Lien Event of Default. (c) With respect to any material Letter of Credit Rights with respect to a letter of credit drawable for an amount of $50,000 or more and included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall, subject to the terms of the Intercreditor Agreement, shall ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent; provided, however, that the Collateral Agent shall only issue instructions with respect to such Letter of Credit Rights without the consent of such Grantor upon the occurrence and during the continuance of a Second Lien Event of Default. (d) With respect to any Electronic Chattel Paper or “transferable record”(as record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall, subject to the terms of the Intercreditor Agreement, shall ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 25,000 individually or $1,000,000 50,000 in the aggregate.

Control Requirements. (a) With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts included in the Collateral, each Grantor shall ensure that the Collateral Administrative Agent has, subject to the terms of the Intercreditor Agreement, has Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts over which Control is not required pursuant to the terms of the Second Lien Credit Agreement or to Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $1,000,000 individually or $1,000,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent) pursuant to which the Securities Intermediary shall agree to comply, subject to the terms of the Intercreditor Agreement, comply with the Collateral Administrative Agent’s Entitlement Orders without further consent by such Grantor. With ; provided, however, that Administrative Agent agrees not to issue any Entitlement Orders with respect to any Securities Account or Security Entitlement until the occurrence and during the continuance of an Event of Default. No control agreements in respect of any Deposit Account, each Grantor Accounts shall cause the depositary institution maintaining such account be required to enter be entered into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory delivered to the Collateral Agent), pursuant to which the Bank shall agree to comply, subject to the terms of the Intercreditor Agreement, with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall, subject to the terms of the Intercreditor Agreement, cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Administrative Agent. (b) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities AccountAccount and any money market mutual funds), each Grantor shall, subject to the terms of the Intercreditor Agreement, shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Administrative Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent), pursuant to which such issuer agrees to comply with the Collateral Administrative Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (c) With respect to any material Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall, subject to the terms of the Intercreditor Agreement, ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (d) With respect to any Electronic Chattel Paper or “transferable record”(as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall, subject to the terms of the Intercreditor Agreement, ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $1,000,000 individually or $1,000,000 in the aggregate.