In the event that Subordinated Creditor takes possession of or has “control” (as such term is used in the UCC as in effect in each applicable jurisdiction) over any certificated securities or other Collateral for purposes of perfecting its liens and security interests therein, Subordinated Creditor shall promptly deliver same to Senior Lender, for the benefit of itself and the Senior Secured Parties, and, prior to such delivery, be deemed to be holding such Collateral also as representative for the Senior Lender and the Senior Secured Parties, solely for purposes of perfection of Senior Lender’s liens and security interests under the UCC; provided that Subordinated Creditor shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral for the Senior Lender or Senior Secured Parties. It is understood and agreed that this Section 7(a) is intended solely to assure continuous perfection of the liens and security interests granted under the Senior Documents, and nothing in this Section 7(a) shall be deemed or construed as altering the priorities or obligations set forth elsewhere in this Agreement. The duties of Subordinated Creditor under this Section 7(a) shall be mechanical and administrative in nature, and Subordinated Creditor shall not have, or be deemed to have, by reason of this Agreement or otherwise a fiduciary relationship in respect of the Senior Lender or Senior Secured Parties. Senior Lender, Subordinated Creditor, and the Loan Parties shall use commercially reasonable efforts to enter into, following the Closing Date, three-party control agreements with Lender covering any new deposit accounts of the Loan Parties that are established at any bank prior to or following the Closing Date (the “DACAs”), which shall be in form and substance reasonably satisfactory to Subordinated Creditor and Senior Lender. Following the execution and delivery of the New DACAs, Subordinated Creditor shall use commercially reasonable efforts to cooperate in the termination of the deposit account control agreements in place on the Closing Date (excluding any New DACAs).

In the event that Senior Lender takes possession of or has “control” (as such term is used in the UCC as in effect in each applicable jurisdiction) over any certificated securities or other Collateral for purposes of perfecting its liens and security interests therein, Senior Lender shall be deemed to be holding such certificated securities or other Collateral also as representative for the Subordinated Creditor, solely for purposes of perfection of their liens and security interests under the UCC; provided that Senior Lender shall not have any duty or liability to protect or preserve any rights pertaining to any of the Collateral for the Subordinated Creditor. Promptly following the Senior Debt being Paid in Full, Senior Lender shall, upon the request of Subordinated Creditor, deliver the remainder of the Collateral, if any, in its possession to Subordinated Creditor or its designee (except as may otherwise be required by applicable law or court order). It is understood and agreed that this Section 7(b) is intended solely to assure continuous perfection of the liens and security interests granted under the Subordinated Debt Documents, and nothing in this Section 7(b) shall be deemed or construed as altering the priorities or obligations set forth elsewhere in this Agreement. The duties of Senior Lender under this Section 7(b) shall be mechanical and administrative in nature, and Senior Lender shall not have, or be deemed to have, by reason of this Agreement or otherwise a fiduciary relationship in respect of the Subordinated Creditor.