Common use of Priority of Lien Clause in Contracts

Priority of Lien. Broker hereby acknowledges the security interest granted to Administrative Agent for the benefit of the Secured Parties by Debtor. Broker hereby confirms that the Account is a cash account and that it will not advance any margin or other credit to Debtor therein, either directly by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account, or by allowing Debtor to trade in instruments such as options and commodities contracts that create similar obligations, nor hypothecate any securities carried in the Account. Broker hereby subordinates, to Administrative Agent's security interest in the Account and to the payment and performance of all obligations and liabilities of Debtor to any of the Secured Parties secured by the Account, all liens, encumbrances, claims and rights of setoff or recoupment it may have against the Account or any property in the Account and agrees that, except for payment of its customary fees and commissions pursuant to its agreement with Debtor pertaining to the Account (the "Customer Agreement") and for payment of the purchase price of property purchased for the Account in compliance with this Agreement, it will not assert any such lien, encumbrance, claim or right against the Account or any property in the Account. In the event that, notwithstanding the foregoing subordination, Broker shall receive any cash or other property in respect of any subordinated claim, lien, or right, Broker shall hold such cash or other property in trust for Administrative Agent and, pending delivery thereof to Administrative Agent, maintain such cash or other property in a segregated account. Broker will not agree with any third party that Broker will comply with entitlement orders concerning the Account originated by such third party without the prior written consent of Administrative Agent and Debtor.

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

Priority of Lien. Broker Securities Intermediary hereby acknowledges the security interest granted to Administrative Agent for the benefit Secured Party (on behalf of the Secured Parties itself and any Agented Lender and their Related Parties) by DebtorPledgor. Broker Securities Intermediary hereby confirms that the Account is a cash account waives and that it will not advance any margin or other credit to Debtor therein, either directly by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account, or by allowing Debtor to trade in instruments such as options and commodities contracts that create similar obligations, nor hypothecate any securities carried in the Account. Broker hereby subordinates, to Administrative Agent's security interest in the Account and to the payment and performance of all obligations and liabilities of Debtor to any of the Secured Parties secured by the Account, releases all liens, encumbrances, claims and rights of setoff or recoupment it may have against the Account or any property financial asset carried in, or credited to, the Account or any credit balance in the Account and agrees that, except for payment of its customary fees and commissions pursuant to its agreement with Debtor pertaining charges relating to the Account (the "Customer Agreement") including overdraft fees and for payment reimbursement of the purchase price of property purchased amounts advanced to settle authorized transactions for the Account Account) in compliance with this Agreementan aggregate amount not to exceed $100,000, it will shall not assert any such lien, encumbrance, claim or right against the Account or any property financial asset carried in the Account or any credit balance in the Account. In the event that, notwithstanding the foregoing subordination, Broker Securities Intermediary (i) shall receive not enter into any cash or other property in respect of any subordinated claim, lien, or right, Broker shall hold such cash or other property in trust for Administrative Agent and, pending delivery thereof to Administrative Agent, maintain such cash or other property in a segregated account. Broker will not agree agreement with any third party that Broker will (x) provides that Securities Intermediary shall comply with entitlement orders concerning the Account originated by such third party or (y) purports to limit or condition the obligation of Securities Intermediary to comply with Written Instructions, including entitlement orders, originated by Secured Party hereunder without the prior written consent of Administrative Agent Pledgor, and Debtor(ii) represents and warrants to Secured Party that it has made no agreement of the type set forth in clause (i). For the avoidance of doubt, Securities Intermediary’s security interest in and lien on the Account and the Collateral set forth in this Section 6 shall not secure any amounts owed by Pledgor to Securities Intermediary pursuant to any other agreement between Pledgor and Securities Intermediary.

Priority of Lien. Broker The Company hereby acknowledges grants to the security interest granted to Administrative Agent Trustee for the benefit of the Secured Parties by Debtorholders of the Notes, to secure obligations of the Company under the Notes, a first priority security interest in the Account, all financial assets carried therein, any free credit balance therein and any and all proceeds of the foregoing (the "COLLATERAL"). Broker Securities Intermediary consents to such security interest. Securities Intermediary hereby confirms that the Account is a cash account and that it will not advance any margin or other credit to Debtor the Company therein, either directly or indirectly by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account, Account or by allowing Debtor to trade executing trades in instruments such as options and commodities contracts that create similar obligations, nor shall Securities Intermediary hypothecate any securities carried in the Account. Broker Securities Intermediary hereby subordinates, to Administrative Agent's security interest in the Account waives and to the payment and performance of all obligations and liabilities of Debtor to any of the Secured Parties secured by the Account, releases all liens, encumbrances, claims and rights of setoff or recoupment it Securities Intermediary may have against the Account or any property financial asset carried in the Account or any credit balance in the Account and agrees that, except for payment of its customary fees and commissions pursuant to its agreement with Debtor pertaining to the Account (the "Customer Agreement") and for payment of the purchase price of property purchased for the Account in compliance with this Agreementcommissions, it will not assert any such lien, encumbrance, claim or right or the priority thereof against the Account or any property financial asset carried in the Account or any credit balance in the Account. In the event that, notwithstanding the foregoing subordination, Broker shall receive any cash or other property in respect of any subordinated claim, lien, or right, Broker shall hold such cash or other property in trust for Administrative Agent and, pending delivery thereof to Administrative Agent, maintain such cash or other property in a segregated account. Broker Securities Intermediary will not agree with any third party that Broker Securities Intermediary will comply with entitlement orders concerning the Account originated by such third party without the prior written consent of Administrative Agent Trustee and Debtorthe Company. The Company represents and warrants that, except for the security interest granted to the Trustee hereby, the Company owns the Collateral free and clear of any and all liens and claims of others.

Priority of Lien. Broker Securities Intermediary hereby acknowledges the security interest granted to Administrative Agent for the benefit of Lessor by the Secured Parties by Debtor. Broker hereby confirms that the Account is a cash account and that it will not advance any margin or other credit to Debtor therein, either directly by executing purchase orders in excess of any credit balance or money market mutual funds held Lessee in the Account, executing sell orders on securities not held in the Account, or by allowing Debtor to trade in instruments such as options and commodities contracts that create similar obligations, nor hypothecate any securities carried in the Cash Collateral Account. Broker Securities Intermediary hereby subordinates, to Administrative Agent's security interest in the Account waives and to the payment and performance of all obligations and liabilities of Debtor to any of the Secured Parties secured by the Account, releases all liens, encumbrances, claims and rights of setoff or recoupment it may have or hereafter acquire against the Cash Collateral Account, the Cash Collateral or any other financial asset carried in the Cash Collateral Account or any property free credit balance in the Cash Collateral Account and agrees that, except for payment of its customary fees and commissions pursuant to its agreement with Debtor pertaining to the Account (the "Customer Agreement") and for payment of the purchase price of property purchased for the Account in compliance with this Agreement, that it will not assert any such lien, encumbrance, claim or right against the Cash Collateral Account, the Cash Collateral or any other financial asset carried in the Cash Collateral Account or any property credit balance in the AccountCash Collateral Account without the written consent of the Lessor. In Notwithstanding the event thatforegoing, notwithstanding the foregoing subordination, Broker Securities Intermediary shall receive be permitted from time to time to debit the Cash Collateral Accounts for any cash of its customary charges for maintaining such Cash Collateral Accounts or other property in respect reimbursement for the reversal of any subordinated claimprovisional credits granted by the Securities Intermediary, liento the extent, in each case, that the Lessor has not separately paid or reimbursed the Securities Intermediary therefor. Without the prior written consent of the Lessor and the Lessee, Securities Intermediary will not execute and deliver, or rightotherwise become bound by, Broker shall hold such cash or other property in trust for Administrative Agent andany agreement (i.e., pending delivery thereof to Administrative Agent, maintain such cash or other property in a segregated account. Broker will not agree control agreement) under which Securities Intermediary agrees with any third party or Lessee that Broker Securities Intermediary will comply with entitlement orders concerning the Cash Collateral Account originated by such third party without the prior written consent of Administrative Agent and Debtoror Lessee.

Priority of Lien. Broker The Company hereby acknowledges grants to the security interest granted to Administrative Agent Trustee for the benefit of the Secured Parties by Debtorholders of the Notes a security interest in the Account, all financial assets carried therein and any free credit balance therein. Broker Securities Intermediary consents to such security interest. Securities Intermediary hereby confirms that the Account is a cash account and that it will not advance any margin or other credit to Debtor the Company therein, either directly or indirectly by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account, Account or by allowing Debtor to trade executing trades in instruments such as options and commodities contracts that create similar obligations, nor shall Securities Intermediary hypothecate any securities carried in the Account. Broker Securities Intermediary hereby subordinates, to Administrative Agent's security interest in the Account waives and to the payment and performance of all obligations and liabilities of Debtor to any of the Secured Parties secured by the Account, releases all liens, encumbrances, claims and rights of setoff or recoupment it Securities Intermediary may have against the Account or any property financial asset carried in the Account or any credit balance in the Account and agrees that, except for payment of its customary fees and commissions pursuant to its agreement with Debtor pertaining to the Account (the "Customer Agreement") and for payment of the purchase price of property purchased for the Account in compliance with this Agreement, it will not assert any such lien, encumbrance, claim or right or the priority thereof against the Account or any property financial asset carried in the Account or any credit balance in the Account. In the event that, notwithstanding the foregoing subordination, Broker shall receive any cash or other property in respect of any subordinated claim, lien, or right, Broker shall hold such cash or other property in trust for Administrative Agent and, pending delivery thereof to Administrative Agent, maintain such cash or other property in a segregated account. Broker Securities Intermediary will not agree with any third party that Broker Securities Intermediary will comply with entitlement orders concerning the Account originated by such third party without the prior written consent of Administrative Agent Trustee and Debtorthe Company.

Priority of Lien. Broker hereby acknowledges the security interest granted to Administrative Agent Lender for the benefit of the Secured Parties by Debtor. Broker hereby confirms that the Account is a cash account and that it will not advance any margin or other credit to Debtor therein, either directly by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account, or by allowing Debtor to trade in instruments such as options and commodities contracts that create similar obligations, nor hypothecate any securities carried in the Account. Broker hereby subordinates, to Administrative Agent's Lender’s security interest in the Account and to the payment and performance of all obligations and liabilities of Debtor to any of the Secured Parties secured by the Account, all liens, encumbrances, claims and rights of setoff or recoupment it may have against the Account or any property in the Account and agrees that, except for payment of its customary fees and commissions pursuant to its agreement with Debtor pertaining to the Account (the "“Customer Agreement"”) and for payment of the purchase price of property purchased for the Account in compliance with this Agreement, it will not assert any such lien, encumbrance, claim or right against the Account or any property in the Account. In the event that, notwithstanding the foregoing subordination, Broker shall receive any cash or other property in respect of any subordinated claim, lien, or right, Broker shall hold such cash or other property in trust for Administrative Agent Lender and, pending delivery thereof to Administrative AgentLender, maintain such cash or other property in a segregated account. Broker will not agree with any third party that Broker will comply with entitlement orders concerning the Account originated by such third party without the prior written consent of Administrative Agent Lender and Debtor.

Priority of Lien. Broker Securities Intermediary hereby acknowledges that it has received notice of the existence of the Security Agreement and of the security interest of Creditor in the Securities Account and recognizes the security interest granted therein to Administrative Agent for the benefit of the Secured Parties Creditor by DebtorEntitlement Holder. Broker Securities Intermediary hereby confirms that the Securities Account is a cash account Securities Account and that it will not advance any margin or other credit to Debtor Entitlement Holder therein, either directly by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account, or by allowing Debtor it to trade in instruments such as options and commodities contracts that create similar obligations, nor hypothecate any securities carried in the Securities Account. Broker Securities Intermediary hereby subordinates, to Administrative Agent's security interest in the Account waives and to the payment and performance of all obligations and liabilities of Debtor to any of the Secured Parties secured by the Account, releases all liens, encumbrances, claims and rights of setoff or recoupment it may have against the Securities Account of any financial asset carried in the Securities Account or any property credit balance in the Securities Account and agrees that, except for payment of its customary fees and commissions commission pursuant to its agreement with Debtor pertaining to the Account (the "Customer Agreement") and for payment of the purchase price of property purchased for the Account in compliance with this Agreement, it will not assert any such lien, encumbrance, claim or right against the Securities Account or any property financial asset carried in the Securities Account or any credit balance in the Securities Account. In the event that, notwithstanding the foregoing subordination, Broker shall receive any cash or other property in respect of any subordinated claim, lien, or right, Broker shall hold such cash or other property in trust for Administrative Agent and, pending delivery thereof to Administrative Agent, maintain such cash or other property in a segregated account. Broker Securities Intermediary will not agree with any third party that Broker Securities Intermediary will comply with entitlement orders concerning the Securities Account originated by such third party without the prior written consent of Administrative Agent Creditor and DebtorEntitlement Holder.

Priority of Lien. Broker Securities Intermediary hereby acknowledges that it has received notice of the existence of the Cash Collateral Agreement and of the security interest of Secured Party in the Securities Account and recognizes the security interest granted therein to Administrative Agent for the benefit of the Secured Parties Party by DebtorGrantor. Broker Securities Intermediary hereby confirms that the Securities Account is a cash account Securities Account and that it will not advance any margin or other credit to Debtor Grantor therein, either directly by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account, or by allowing Debtor it to trade in instruments such as options and commodities contracts that create similar obligations, nor hypothecate any securities carried in the Securities Account. Broker Securities Intermediary hereby subordinates, to Administrative Agent's security interest in the Account waives and to the payment and performance of all obligations and liabilities of Debtor to any of the Secured Parties secured by the Account, releases all liens, encumbrances, claims and rights of setoff or recoupment it may have against the Securities Account or any property financial asset carried in the Securities Account or any credit balance in the Securities Account and agrees that, except for payment of its customary fees and commissions pursuant to its agreement with Debtor pertaining to the Account (the "Customer Agreement") and for payment of the purchase price of property purchased for the Account in compliance with this Agreement, it will not assert any such lien, encumbrance, claim or right against the Securities Account or any property financial asset carried in the Securities Account or any credit balance in the Securities Account. In the event that, notwithstanding the foregoing subordination, Broker shall receive any cash or other property in respect of any subordinated claim, lien, or right, Broker shall hold such cash or other property in trust for Administrative Agent and, pending delivery thereof to Administrative Agent, maintain such cash or other property in a segregated account. Broker Securities Intermediary will not agree with any third party that Broker Securities Intermediary will comply with entitlement orders concerning the Securities Account originated by such third party without the prior written consent of Administrative Agent Secured Party and DebtorGrantor.

Priority of Lien. Broker Securities Intermediary hereby acknowledges that it has received notice of the existence of the Cash Collateral Agreement and of the security interest of Secured Party in the Securities Account and recognizes the security interest granted therein to Administrative Agent for the benefit of the Secured Parties Party by DebtorGrantor. Broker Securities Intermediary hereby confirms that the Securities Account is a cash account Securities Account and that it will not advance any margin or other credit sell financial assets to Debtor thereinGrantor on margin, either directly by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account, or by allowing Debtor it to trade in instruments such as options and commodities contracts that create similar obligations, nor hypothecate any securities carried in the Securities Account. Broker Securities Intermediary hereby subordinates, to Administrative Agent's security interest in the Account waives and to the payment and performance of all obligations and liabilities of Debtor to any of the Secured Parties secured by the Account, releases all liens, encumbrances, claims and rights of setoff or recoupment it may have against the Securities Account or any property financial asset carried in the Securities Account or any credit balance in the Securities Account and agrees that, except for payment of its customary fees and commissions pursuant to its agreement with Debtor pertaining to the Account (the "Customer Agreement") and for payment of the purchase price of property purchased for the Account in compliance with this Custody Agreement, it will not assert any such lien, encumbrance, claim or right against the Securities Account or any property financial asset carried in the Securities Account or any credit balance in the Securities Account. In the event that, notwithstanding the foregoing subordination, Broker shall receive any cash or other property in respect of any subordinated claim, lien, or right, Broker shall hold such cash or other property in trust for Administrative Agent and, pending delivery thereof to Administrative Agent, maintain such cash or other property in a segregated account. Broker Securities Intermediary will not agree with any third party that Broker Securities Intermediary will comply with entitlement orders concerning the Securities Account originated by such third party without the prior written consent of Administrative Agent Secured Party and DebtorGrantor.

Priority of Lien. Broker Debtor hereby acknowledges the security interest granted grants to Administrative Agent each of Senior Secured Party for the benefit of Lenders and Junior Secured Party for the Secured Parties by Debtorbenefit of itself, the Trustee and the Noteholders a security interest in the Account, all financial assets carried therein and any free credit balance therein. Broker Securities Intermediary consents to each such security interest. Securities Intermediary hereby confirms that the Account is a cash account and that it will not advance any margin or other credit to Debtor therein, either directly or indirectly by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account, Account or by allowing Debtor to trade executing trades in instruments such as options and commodities contracts that create similar obligations, nor shall Securities Intermediary hypothecate any securities carried in the Account. Broker Securities Intermediary hereby subordinates, to Administrative Agent's security interest in the Account waives and to the payment and performance of all obligations and liabilities of Debtor to any of the Secured Parties secured by the Account, releases all liens, encumbrances, claims and rights of setoff or recoupment it Securities Intermediary may have against the Account or any property financial asset carried in the Account or any credit balance in the Account and agrees that, except for payment of its customary fees and commissions pursuant to its agreement with Debtor pertaining to the Account (the "Customer Agreement") and for payment of the purchase price of property purchased for the Account in compliance with this Agreement, it will not assert any such lien, encumbrance, claim or right or the priority thereof against the Account or any property financial asset carried in the Account or any credit balance in the Account. In the event that, notwithstanding the foregoing subordination, Broker shall receive any cash or other property in respect of any subordinated claim, lien, or right, Broker shall hold such cash or other property in trust for Administrative Agent and, pending delivery thereof to Administrative Agent, maintain such cash or other property in a segregated account. Broker Securities Intermediary will not agree with any third party that Broker Securities Intermediary will comply with entitlement orders concerning the Account originated by such third party without the prior written consent of Administrative Agent each Secured Party and Debtor.

Priority of Lien. Broker Company hereby acknowledges the security interest granted grants to Administrative Agent Trustee for the benefit of the Secured Parties by Debtorholders of the Notes a security interest in the Account, all financial assets carried therein and any free credit balance therein. Broker Securities Intermediary consents to such security interest. Securities Intermediary hereby confirms that the Account is a cash account and that it will not advance any margin or other credit to Debtor Company therein, either directly or indirectly by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account, Account or by allowing Debtor to trade executing trades in instruments such as options and commodities contracts that create similar obligations, nor shall Securities Intermediary hypothecate any securities carried in the Account. Broker Securities Intermediary hereby subordinates, to Administrative Agent's security interest in the Account waives and to the payment and performance of all obligations and liabilities of Debtor to any of the Secured Parties secured by the Account, releases all liens, encumbrances, claims and rights of setoff or recoupment it Securities Intermediary may have against the Account or any property financial asset carried in the Account or any credit balance in the Account and agrees that, except for payment of its customary fees and commissions pursuant to its agreement with Debtor pertaining to the Account (the "Customer Agreement") and for payment of the purchase price of property purchased for the Account in compliance with this Agreement, it will not assert any such lien, encumbrance, claim or right or the priority thereof against the Account or any property financial asset carried in the Account or any credit balance in the Account. In the event that, notwithstanding the foregoing subordination, Broker shall receive any cash or other property in respect of any subordinated claim, lien, or right, Broker shall hold such cash or other property in trust for Administrative Agent and, pending delivery thereof to Administrative Agent, maintain such cash or other property in a segregated account. Broker Securities Intermediary will not agree with any third party that Broker Securities Intermediary will comply with entitlement orders concerning the Account originated by such third party without the prior written consent of Administrative Agent Trustee and DebtorCompany.

Priority of Lien. Broker Debtor hereby acknowledges confirms that, pursuant to the security interest Security Agreement, Debtor has granted to Administrative [US/Canadian] Collateral Agent for the benefit of itself and the other Secured Parties by Debtora security interest in the Account and all Assets therein. Broker Securities Intermediary consents to the foregoing security interest. Securities Intermediary hereby confirms that the Account is a cash account and that it will not advance any margin or other credit to Debtor therein, either directly or indirectly, by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account, Account or by allowing Debtor to trade executing trades in instruments such as options and commodities contracts that create similar obligations, nor shall Securities Intermediary hypothecate any securities carried in the Account. Broker Securities Intermediary hereby subordinates, to Administrative Agent's security interest in the Account waives and to the payment and performance of all obligations and liabilities of Debtor to any of the Secured Parties secured by the Account, releases all liens, encumbrances, claims and claims, rights of setoff and any other rights Securities Intermediary may at any time have by agreement, operation of law or recoupment it may have otherwise against the Account or any property financial asset carried in the Account or any credit balance in the Account and agrees that, except for payment of its customary fees and commissions pursuant to its agreement with Debtor pertaining to the Account (the "Customer Agreement") and for payment of the purchase price of property purchased for the Account in compliance with this Agreement, it will not assert any such lien, encumbrance, claim or right or the priority thereof against the Account or any property financial asset carried in the Account or any credit balance in the Account. In the event that, notwithstanding the foregoing subordination, Broker shall receive any cash or other property in respect of any subordinated claim, lien, or right, Broker shall hold such cash or other property in trust for Administrative Agent and, pending delivery thereof to Administrative Agent, maintain such cash or other property in a segregated account. Broker Securities Intermediary has not and will not (i) agree with any third party that Broker Securities Intermediary will comply with entitlement orders (as defined in Section 8-102(a)(8) of the Code) or instructions (within the meaning of Section 9-104 of the Code) concerning the Account originated by such third party without or (ii) enter into any agreement purporting to limit or condition the prior written consent obligation of Administrative Agent and Debtorthe Securities Intermediary to comply with entitlement orders or instructions.

Priority of Lien. Broker Securities Intermediary hereby acknowledges that it has received notice of the existence of the Security Agreement and of the security interest of Secured Party in the Securities Account and recognizes the security interest granted therein to Administrative Agent for the benefit of the Secured Parties Party by DebtorGrantor. Broker Securities Intermediary hereby confirms that the Securities Account is a cash account Securities Account and that it will not advance any margin or other credit to Debtor Grantor therein, either directly by executing purchase orders in excess of any credit balance or money market mutual funds held in the Account, executing sell orders on securities not held in the Account, or by allowing Debtor it to trade in instruments such as options and commodities contracts that create similar obligations, nor hypothecate any securities carried in the Securities Account. Broker Securities Intermediary hereby subordinates, to Administrative Agent's security interest in the Account waives and to the payment and performance of all obligations and liabilities of Debtor to any of the Secured Parties secured by the Account, releases all liens, encumbrances, claims and rights of setoff or recoupment it may have against the Securities Account of any financial asset carried in the Securities Account or any property credit balance in the Securities Account and agrees that, except for payment of its customary fees and commissions commission pursuant to its agreement with Debtor pertaining to the Account (the "Customer Agreement") and for payment of the purchase price of property purchased for the Account in compliance with this Agreement, it will not assert any such lien, encumbrance, claim or right against the Securities Account or any property financial asset carried in the Securities Account or any credit balance in the Securities Account. In the event that, notwithstanding the foregoing subordination, Broker shall receive any cash or other property in respect of any subordinated claim, lien, or right, Broker shall hold such cash or other property in trust for Administrative Agent and, pending delivery thereof to Administrative Agent, maintain such cash or other property in a segregated account. Broker Securities Intermediary will not agree with any third party that Broker Securities Intermediary will comply with entitlement orders concerning the Securities Account originated by such third party without the prior written consent of Administrative Agent Secured Party and DebtorGrantor.