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 Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of 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. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the 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 pursuant to which the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders (subject to the terms of the Intercreditor Agreement), without further consent by such Grantor(s). With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent (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 Control thereofthereof within the compliance period set forth in Section 4.05; provided, however, that such Control requirement shall not apply to any (i) Deposit AccountsAccounts 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, 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, $100,000 individually or $500,000 in the aggregate1,000,000 individually. 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 applicable Grantor(s) 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 with the Collateral Agent’s Entitlement Orders (subject to the terms of the Intercreditor Agreement), without further consent by such Grantor(s)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 heretohereto (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 with the Collateral Agent’s instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each that the applicable Grantor is required to ensure that the Collateral Agent has Control thereof pursuant to the first sentence of this Section 4.02(a), such Grantor shall cause Control in favor of the Collateral Agent (subject in a manner reasonably acceptable to the terms of the Intercreditor Agreement)Collateral Agent.

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 (or its agent) has Control thereof; provided, however, that such Control requirement shall not apply to any (i) Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value for which the aggregate average monthly balance of all such accounts is less than, or having funds or other assets credited thereto with a value of less than, $100,000 individually or than $500,000 in the aggregateor (ii) accounts specially and exclusively used for payroll, payroll tax and other employee wage and benefit payments. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor(s) Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in form and substance reasonably satisfactory to the form of Exhibit C hereto Collateral Agent pursuant to which the Securities Intermediary shall agree to comply with the Collateral Agent’s (or its agent’s) Entitlement Orders (subject to the terms of the Intercreditor Agreement), without further consent by such Grantor(s)Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in form and substance reasonably satisfactory to the form of Exhibit D hereto, Collateral Agent pursuant to which the Bank shall agree to comply with the Collateral Agent’s (or its agent’s) instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent (subject or its agent’s) in a manner reasonably acceptable to the terms 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 the Intercreditor Agreement)a First Lien Event of Default.

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 Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, than $100,000 4,000,000 individually or $500,000 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 applicable Grantor(s) 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 with the Collateral Agent’s Entitlement Orders (subject to the terms of the Intercreditor Agreement), without further consent by such Grantor(s)Grantor 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 heretohereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions (subject to the terms of the Intercreditor Agreement) 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 cause Control in favor of the Collateral Agent (subject in a manner reasonably acceptable to the terms of the Intercreditor Agreement)Collateral Agent.

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 Control thereof; provided, however, that of such Control requirement shall not apply to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $100,000 individually or $500,000 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(s) 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 with the Collateral Agent’s Entitlement Orders (subject to the terms of the Intercreditor Agreement), without further consent by such Grantor(s). With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any such Commodity Accounts Account or Commodity Contracts each Contract, such Control shall be accomplished by the applicable Grantor shall cause Control in favor of the manner reasonably acceptable to the Collateral Agent (subject to the terms of the Intercreditor Agreement)Agent.

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 Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, or Securities Accounts, Accounts over which Control is not required pursuant to the terms of the 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, $100,000 1,000,000 individually or $500,000 1,000,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor(s) 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 with the Collateral Agent’s Entitlement Orders (subject to the terms of the Intercreditor Agreement), without further consent by such Grantor(s)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 heretohereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent (subject in a manner reasonably acceptable to the terms of the Intercreditor Agreement)Collateral Agent.

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 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, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $100,000 individually or $500,000 in Agreement on the aggregateIssue Date. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor(s) Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in substance reasonably satisfactory to the Collateral Agent, within the time periods as specified in the form of Exhibit C hereto pursuant to which the preceding sentence, so that any such Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders (subject to the terms of the Intercreditor Agreement), without further consent by such Grantor(s)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 substance reasonably satisfactory to the form of Exhibit D hereto, Collateral Agent pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With 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 cause Control like instruments posted as collateral in favor of the Collateral Agent (subject to issuers of letters of credit obtained by the terms Company in the ordinary course of the Intercreditor Agreement)business.

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 has Control thereofthereof not later than forty-five (45) days after such Deposit Account, Securities Account, Securities Entitlement, Commodity Account or Commodity Contract became Collateral hereunder (and, to the extent that the Collateral Agent does not have Control over any such Collateral by such date, each Grantor shall continue to use commercially reasonable efforts to cause such Collateral to become subject to the Control of the Collateral 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, Securities Accountspayroll taxes and other employee wage and benefit payments to or for the benefit of a Grantor’s salaried employees, (ii) any trust or fiduciary account that is specifically designated as such or (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, $100,000 1,000,000 individually or $500,000 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 applicable Grantor(s) Grantors by causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Exhibit C 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 (subject to the terms of the Intercreditor Agreement), without further consent by such Grantor(sGrantor (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, each Grantor such Control shall cause be accomplished by the Grantors by causing the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretoC 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 Bank depositary institution shall agree to comply with the Collateral Agent’s instructions (subject to the terms of the Intercreditor Agreement) 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 cause Control in favor of the Collateral Agent (subject to have Control thereof in a manner reasonably acceptable to the terms of the Intercreditor Agreement)Collateral Agent.

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 Bank has Control thereofthereof ; provided, however, that such Control requirement shall not apply to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, [$100,000 100,000] individually or [$500,000 500,000] in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the 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 Bank) pursuant to which the Securities Intermediary shall agree to comply with the Collateral AgentBank’s Entitlement Orders (subject to the terms of the Intercreditor Agreement)Orders, without further consent by such Grantor(s). With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretohereto (or such other agreement in form and substance reasonably satisfactory to the Bank), pursuant to which the Bank shall agree to comply with the Collateral AgentBank’s instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent (subject Bank in a manner reasonably acceptable to the terms of the Intercreditor Agreement)Collateral Agent.

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 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, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value (which in the case of any Deposit Account or Securities Account shall be based on the average daily closing value of amounts on deposit therein in any consecutive 30-day period) of less than, $100,000 5,000,000 individually or $500,000 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 applicable Grantor(s) Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an a control agreement substantially in form and substance reasonably satisfactory to the form of Exhibit C hereto Collateral Agent pursuant to which the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders (subject to the terms of the Intercreditor Agreement), without further consent by such Grantor(s)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 form and substance reasonably satisfactory to the form of Exhibit D heretoCollateral Agent, pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With Except for Commodity Accounts for which the Collateral Agent is the depository, with respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent (subject in a manner reasonably acceptable to the terms 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 Intercreditor Agreement)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.

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 Bank has Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of 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. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the 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 Bank) pursuant to which the Securities Intermediary shall agree to comply with the Collateral AgentBank’s Entitlement Orders (subject to the terms of the Intercreditor Agreement)Orders, without further consent by such Grantor(s). With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretohereto (or such other agreement in form and substance reasonably satisfactory to the Bank), pursuant to which the Bank shall agree to comply with the Collateral AgentBank’s instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent (subject Bank in a manner reasonably acceptable to the terms of the Intercreditor Agreement)Bank.

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 (or its agent) has Control thereof; provided, however, that such Control requirement shall not apply to any (i) Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value for which the aggregate average monthly balance of all such accounts is less than, or having funds or other assets credited thereto with a value of less than, $100,000 individually or than $500,000 in the aggregateor (ii) accounts specially and exclusively used for payroll, payroll tax and other employee wage and benefit payments. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor(s) Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in form and substance reasonably satisfactory to the form of Exhibit C hereto Collateral Agent pursuant to which the Securities Intermediary shall agree to comply with the Collateral Agent’s (or its agent’s) Entitlement Orders (subject to the terms of the Intercreditor Agreement), without further consent by such Grantor(s)Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in form and substance reasonably satisfactory to the form of Exhibit D hereto, Collateral Agent pursuant to which the Bank shall agree to comply with the Collateral Agent’s (or its agent’s) instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent (subject or its agent’s) in a manner reasonably acceptable to the terms 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 the Intercreditor Agreement)a Third Lien Event of Default.

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 (or its agent) has Control thereof; provided, however, that such Control requirement shall not apply to any (i) Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value for which the aggregate average monthly balance of all such accounts is less than, or having funds or other assets credited thereto with a value of less than, $100,000 individually or than $500,000 in the aggregateor (ii) accounts specially and exclusively used for payroll, payroll tax and other employee wage and benefit payments. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor(s) Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in form and substance reasonably satisfactory to the form of Exhibit C hereto Collateral Agent pursuant to which the Securities Intermediary shall agree to comply with the Collateral Agent’s (or its agent’s) Entitlement Orders (subject to the terms of the Intercreditor Agreement), without further consent by such Grantor(s)Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in form and substance reasonably satisfactory to the form of Exhibit D hereto, Collateral Agent pursuant to which the Bank shall agree to comply with the Collateral Agent’s (or its agent’s) instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent (subject or its agent’s) in a manner reasonably acceptable to the terms 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 the Intercreditor Agreement)a Second Lien Event of Default.

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 Bank has Control thereofthereof ; provided, however, that such Control requirement shall not apply to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of 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. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the 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 Bank) pursuant to which the Securities Intermediary shall agree to comply with the Collateral AgentBank’s Entitlement Orders (subject to the terms of the Intercreditor Agreement)Orders, without further consent by such Grantor(s). With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretohereto (or such other agreement in form and substance reasonably satisfactory to the Bank), pursuant to which the Bank shall agree to comply with the Collateral AgentBank’s instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent (subject Bank in a manner reasonably acceptable to the terms of the Intercreditor Agreement)Bank.

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 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, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $100,000 250,000 individually or $500,000 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 applicable Grantor(s) 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 with the Collateral Agent’s Entitlement Orders (subject to the terms of the Intercreditor Agreement), without further consent by such Grantor(s)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 heretohereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With Except for Commodity Accounts for which the Collateral Agent is the depository, with respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent (subject in a manner reasonably acceptable to the terms 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 Intercreditor Agreement)applicable Grantor, upon the occurrence and during the continuance of an Event of Default.

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 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, 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, $100,000 1,000,000 individually or $500,000 1,000,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor(s) 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 with the Collateral Agent’s Entitlement Orders (comply, subject to the terms of the Intercreditor Agreement), with the Collateral Agent’s Entitlement Orders without further consent by such Grantor(s)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 heretohereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions (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 shall, subject to the terms of the Intercreditor Agreement, cause Control in favor of the Collateral Agent (subject in a manner reasonably acceptable to the terms of the Intercreditor Agreement)Collateral Agent.

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 Trustee has Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, as long as the aggregate cash deposited in all such Deposit Accounts does not exceed $100,000 individually or $500,000 in the aggregate1,000,000. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor(s) Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in form and substance reasonably satisfactory to the form of Exhibit C hereto Parity Lien Collateral Trustee pursuant to which the Securities Intermediary shall agree to comply with the Parity Lien Collateral AgentTrustee’s Entitlement Orders (subject to the terms of the Intercreditor Agreement), without further consent by such Grantor(s)Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in form and substance reasonably satisfactory to the form of Exhibit D heretoParity Lien Collateral Trustee, pursuant to which the Bank such depository institution shall agree to comply with the Parity Lien Collateral AgentTrustee’s instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts Contracts, each Grantor shall cause Control in favor of the Parity Lien Collateral Agent (subject Trustee in a manner reasonably acceptable to the terms Parity Lien Collateral Trustee. With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), the applicable Grantor shall promptly notify the Applicable Collateral Trustee of the Intercreditor acquisition thereof and thereafter at the written request of the Applicable Collateral Trustee, each Grantor shall cause (or, with respect to an issuer that is not a Subsidiary or a controlled Affiliate of a Grantor, use commercially reasonable efforts to cause), the issuer of such Uncertificated Security to either (i) register the Applicable Collateral Trustee as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Applicable Collateral Trustee), pursuant to which such issuer agrees to comply with the Applicable Collateral Trustee’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).

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 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, 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, $100,000 250,000 individually or $500,000 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 applicable Grantor(s) 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 with the Collateral Agent’s Entitlement Orders (subject to the terms of the Intercreditor Agreement), without further consent by such Grantor(s)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 heretohereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent (subject in a manner reasonably acceptable to the terms of the Intercreditor Agreement)Collateral Agent.

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 Trustee has Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of 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. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor(s) 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 Trustee) pursuant to which the Securities Intermediary shall agree to comply with the Collateral AgentTrustee’s Entitlement Orders (subject to the terms of the Intercreditor Agreement), without further consent by such Grantor(s)Grantor upon a Secured Debt Event of Default. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretoB (or such other agreement in form and substance reasonably satisfactory to the Collateral Trustee), pursuant to which the Bank shall agree to comply with the Collateral AgentTrustee’s instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such 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 cause Control (or such other agreement in favor of form and substance reasonably satisfactory to the Collateral Agent (subject Trustee) pursuant to which the terms Commodity Intermediary shall agree to comply with the Collateral Trustee’s instructions without further consent by such Grantor upon a Secured Debt Event of the Intercreditor Agreement)Default.

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

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 Control thereof; provided, however, that (i) such Control requirement shall not apply to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $100,000 500,000 individually or $500,000 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 applicable Grantor(s) 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 with the Collateral Agent’s Entitlement Orders (subject to the terms of the Intercreditor Agreement), without further consent by such Grantor(s)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 heretohereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent (subject in a manner reasonably acceptable to the terms of the Intercreditor Agreement)Collateral Agent.

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 Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $100,000 individually or $500,000 300,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor(s) 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 with the Collateral Agent’s 's Entitlement Orders (subject to the terms of the Intercreditor Agreement), without further consent by such Grantor(s)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 heretohereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s 's instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts Contracts, each Grantor shall cause Control in favor of the Collateral Agent (subject in a manner reasonably acceptable to the terms of the Intercreditor Agreement)Collateral Agent.

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 Trustee has Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, as long as the aggregate cash deposited in all such Deposit Accounts does not exceed $100,000 individually or $500,000 in the aggregate1,000,000. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor(s) Grantor causing the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in form and substance reasonably satisfactory to the form of Exhibit C hereto Priority Lien Collateral Trustee pursuant to which the Securities Intermediary shall agree to comply with the Priority Lien Collateral AgentTrustee’s Entitlement Orders (subject to the terms of the Intercreditor Agreement), without further consent by such Grantor(s)Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in form and substance reasonably satisfactory to the form of Exhibit D heretoPriority Lien Collateral Trustee, pursuant to which the Bank such depository institution shall agree to comply with the Priority Lien Collateral AgentTrustee’s instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts Contracts, each Grantor shall cause Control in favor of the Priority Lien Collateral Agent (subject Trustee in a manner reasonably acceptable to the terms Priority Lien Collateral Trustee. With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), the applicable Grantor shall promptly notify the Priority Lien Collateral Trustee of the Intercreditor Agreementacquisition thereof and thereafter at the written request of the Priority Lien Collateral Trustee, each Grantor shall cause (or, with respect to an issuer that is not a Subsidiary or a controlled Affiliate of a Grantor, use commercially reasonable efforts to cause), the issuer of such Uncertificated Security to either (i) register the Priority Lien Collateral Trustee as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Priority Lien Collateral Trustee), pursuant to which such issuer agrees to comply with the Priority Lien Collateral Trustee’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.

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 Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $100,000 500,000 individually or $500,000 1,000,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor(s) 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 with the Collateral Agent’s Entitlement Orders (subject to the terms of the Intercreditor Agreement), without further consent by such Grantor(s)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 heretohereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent (subject in a manner reasonably acceptable to the terms of the Intercreditor Agreement)Collateral Agent.

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 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; provided, howeverand the Grantors shall use commercially reasonable efforts to, within thirty (30) days (or such longer period as Collateral Agent shall approve), pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such Securities Intermediary to agree to comply, in each case without further consent of the Grantors or such nominee, at any time with Entitlement Orders or other instructions from the Collateral Agent to such Securities Intermediary as to such securities or other Investment Related Property as directed by the Collateral Agent, or (ii) in the case of financial assets or other 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, 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 Control requirement Entitlement Orders or instructions or directions to any such issuer, Securities Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor or its nominee, unless an Event of Default has occurred and is then continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other financial assets credited thereto with to a value of less than, $100,000 individually or $500,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the 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 pursuant to for which the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders (subject to the terms of the Intercreditor Agreement), without further consent by such Grantor(s). With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent (subject to is the terms of the Intercreditor Agreement)Securities Intermediary.

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 Control thereof; provided, however, that such Control requirement shall not apply to any (i) Deposit AccountsAccounts 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, 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, $100,000 250,000 individually or $500,000 1,000,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor(s) 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 with the Collateral Agent’s Entitlement Orders (subject to the terms of the Intercreditor Agreement), without further consent by such Grantor(s)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 heretohereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent (subject in a manner reasonably acceptable to the terms of the Intercreditor Agreement)Collateral Agent.

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 Control thereofthereof or (1) at the request of the Administrative 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 to be moved to a depository institution or Securities Intermediary or financial institution as applicable, where such Control may be obtained; provided, however, that such Control requirement shall not apply to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value monthly average balance of less than, $100,000 500,000 individually or $500,000 3,000,000 in the aggregate. With respect to any Securities Accounts or Securities Security Entitlements, such Control shall be accomplished by (i) the applicable Grantor(s) 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 Administrative Agent), pursuant to which the Securities Intermediary shall agree to comply with the Collateral Administrative Agent’s Entitlement Orders (subject to the terms of the Intercreditor Agreement), without further consent by such Grantor(s)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 heretohereto (or such other agreement in form and substance reasonably satisfactory to the Administrative Agent), pursuant to which the Bank shall agree to comply with the Collateral Administrative Agent’s instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such Grantor, 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 cause Control in favor of the Collateral Administrative Agent (subject in a manner reasonably acceptable to the terms of Administrative Agent in consultation with the Intercreditor Agreement)Required Lenders.

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 has Control thereof; providedthereof 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, howeverwithin thirty (30) days of the Borrower acquiring, that such Control requirement shall not apply to opening or otherwise owning any Deposit Accounts (other than Excluded Deposit Accounts), Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts constituting a portion of the Collateral that are not already subject to the Control of the Collateral Agent, the Borrower shall use commercially reasonable efforts to establish such Control by: (i) with 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. With respect to any such Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor(s) causing using commercially reasonable efforts to cause the Securities Intermediary maintaining such Securities Account or Security Entitlement to enter into an agreement substantially a Control Agreement in form and substance reasonably satisfactory to the form of Exhibit C hereto Collateral Agent pursuant to which the Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders (subject to the terms of the Intercreditor Agreement), without further consent by such Grantor(s). With 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 a Control Agreement in form and substance reasonably satisfactory to the form of Exhibit D heretoCollateral Agent, pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With the Borrower; and (iii) with respect to any such Commodity Accounts or Commodity Contracts each Grantor shall Contracts, using commercially reasonable efforts to cause Control in favor of the Collateral Agent (subject in a manner reasonably acceptable to the terms of the Intercreditor Agreement)Collateral Agent.

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 Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts or Securities Accounts that are Excluded Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $100,000 individually or $500,000 in the aggregate. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the applicable Grantor(s) causing Grantor 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 with the Collateral Agent’s Entitlement Orders (subject to the terms of the Intercreditor Agreement), without further consent by such Grantor(s)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 heretohereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each the applicable Grantor shall use commercially reasonable efforts to cause Control in favor of the Collateral Agent (subject in a manner reasonably acceptable to the terms of the Intercreditor Agreement)Collateral Agent.

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 Control thereof; provided, however, that such Control requirement shall not apply to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts and Commodity Contracts with a value of less than, or having funds or other assets credited thereto with a value of less than, $100,000 500,000 individually or $500,000 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 applicable Grantor(s) 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 with the Collateral Agent’s Entitlement Orders (subject to the terms of the Intercreditor Agreement), without further consent by such Grantor(s)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 heretohereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the Collateral Agent’s instructions (subject to the terms of the Intercreditor Agreement) with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control in favor of the Collateral Agent (subject in a manner reasonably acceptable to the terms of the Intercreditor Agreement)Collateral Agent.