Collateral Agent in Control of Securities Accounts. Each of the parties hereto hereby agrees that:

Within thirty (30) days after the acquisition or establishment of any Deposit Account or Securities Account by any Loan Party, provide written notice thereof to the Administrative Agent and the Lenders.

Deposit Accounts; Securities Accounts; Commodity Accounts. Each Obligor hereby authorizes and directs each bank or other depository or securities intermediary to deliver to Administrative Agent, upon request of Administrative Agent, all balances in any Deposit Account, Securities Account and Commodity Account maintained for such Obligor that constitutes Collateral, in accordance with the applicable control agreement between such Obligor, Administrative Agent and such bank or other depository or securities intermediary. Administrative Agent hereby agrees that it will not issue any such request unless an Event of Default has occurred and is continuing or a Sweep Trigger Period is in effect.

Control Accounts. [Section 6.12] of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

Collateral Agent in Control of Securities Accounts. Each of the parties hereto hereby agrees that:

Borrower shall direct each Obligor under the Portfolio Investments (and each depository institution where payments with respect to the Portfolio Investments are on deposit) to remit payments with respect to the Portfolio Investments to the Collateral Accounts. It will be considered an Event of Default if Borrower fails to direct each Obligor under the Portfolio Investments (and each depository institution where payments with respect to the Portfolio Investments are on deposit) to remit payments with respect to the Portfolio Investments to the Collateral Accounts.

“Control Agreement” shall mean a pledge, collateral assignment, control agreement or bank consent letter, in form and substance reasonably satisfactory to Collateral Agent, executed and delivered by the applicable Credit Party, Collateral Agent, and the applicable securities intermediary or bank, which agreement is sufficient to give Collateral Agent “control” over each of such Credit Party’s securities accounts, deposit accounts or investment property, as the case may be.

With respect to Collateral as to which “control” (under the applicable provisions of the UCC) is required to perfect the Collateral Agent’s security interest therein, delivery of control to the Collateral Agent within the meaning specified in UCC [Sections 8-106, 9-104, 9-105, 9-106 or 9-107]7]7]7]7], as may be applicable to the relevant Collateral, including, with respect to Deposit Accounts, Securities Accounts and Commodity Accounts of the Grantors, execution and delivery by the banks, Securities Intermediaries or Commodity Intermediaries with which such Deposit Accounts, Securities Accounts and Commodity Accounts are maintained of Control Agreements in favor of the Collateral Agent (as such terms are defined in the Security Agreement).

Collateral Accounts. Evidence that the Collateral Accounts have been established;

Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank, and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding 1204724.01-CHISR02A - MSW