SECOND FORBEARANCE AGREEMENT; THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT AND FIRST AMENDMENT TO THE PLEDGE AND SECURITY AGREEMENT

This SECOND FORBEARANCE AGREEMENT; THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT AND FIRST AMENDMENT TO THE PLEDGE AND SECURITY AGREEMENT (this “ Agreement ”) is entered into as of December 10, 2008, by and among Simmons Bedding Company (the “ Company ”), THL-SC Bedding Company and certain subsidiaries of the Company party to the Credit Agreement (as hereafter defined) as Guarantors (together with the Company, the “ Credit Parties ”), the financial institutions party hereto as Lenders under the Credit Agreement (collectively, the “ Lenders ”) and Deutsche Bank AG, New York Branch, individually as a Lender (“ DBNY ”) and as administrative agent for the Lenders (in such capacity, “ Agent ”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement.

WHEREAS, the Company, the other Credit Parties and Lenders are parties to that certain Second Amended and Restated Credit and Guaranty Agreement, dated as of May 25, 2006 (as has been or may be further amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), pursuant to which, among other things, the lenders party thereto have agreed, subject to the terms and conditions set forth in the Credit Agreement, to make certain loans and other financial accommodations to the Company.

WHEREAS, the Company, the other Credit Parties and Lenders are parties to that certain First Forbearance Agreement and Second Amendment to the Second Amended and Restated Credit and Guaranty Agreement, dated as of November 12, 2008 (the “ Forbearance Agreement ”), pursuant to which the Forbearance Period thereunder shall terminate on December 10, 2008.

WHEREAS, as of the date hereof, one or more of the Defaults or Events of Default listed on Exhibit A hereto have occurred and are continuing, or may occur during the Second Forbearance Period (as hereinafter defined) (the Defaults and Events of Default described in Exhibit A hereto being herein collectively called the “ Specified Defaults ”).

WHEREAS, upon the Company’s request, Lenders have agreed, subject to the terms and conditions set forth herein, to forbear from exercising their default-related rights, remedies, powers and privileges against the Company and the other Credit Parties with respect to the Specified Defaults only and to amend certain provisions of the Credit Agreement.

WHEREAS, upon the Company’s request, Lenders have agreed, subject to the terms and conditions set forth herein, to amend certain provisions of the Pledge and Security Agreement dated as of December 19, 2003 by and between each of the Grantors party thereto and the Agent in its capacity as Collateral Agent (as supplemented and in effect on the date hereof, the “ Pledge and Security Agreement ”).

NOW, THEREFORE, in consideration of the foregoing, the terms, covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.                                 Confirmation by the Company of Obligations and Specified Defaults .

(a)   The Company and each other Credit Party acknowledge and agree that as of December 9, 2008, the respective aggregate principal balances of the Loans as of such date and aggregate face amount of Letters of Credit were as follows (such amounts, in the aggregate, the “ Existing Principal and Letters of Credit ”):

Tranche D Term Loans:                                            $465,000,000.00

Revolving Loans:                                                      $64,532,384.22

Letters of Credit:                                                      $10,427,327.00

The Company and each Credit Party acknowledge and agree that as of December 9, 2008, the aggregate amount of accrued and unpaid interest on the Tranche D Term Loans and Revolving Loans is $3,931,276.71 (the “ Existing Interest ”), and the accrued and unpaid commitment fees payable pursuant to Section 2.10(a) of the Credit Agreement is $65.87 (the “ Existing Commitment Fees ”) and the accrued and unpaid letter of credit fees payable pursuant to Section 2.10(b) of the Credit Agreement is $42,540.82 (the “ Existing LC Fees ” and together with the Existing Principal and Letters of Credit, the Existing Interest, and the Existing Commitment Fees, the “ Outstanding Indebtedness ”). The foregoing amounts do not include other fees, expenses and other amounts which are chargeable or otherwise reimbursable under the Credit Agreement and the other Credit Documents.  None of the Company and the other Credit Parties have any rights of offset, defenses, claims or counterclaims with respect to any of the Obligations and each of the Credit Parties are jointly and severally obligated with respect thereto, in accordance with the terms of the Credit Documents.

(b)   The Company and each other Credit Party acknowledge and agree that each of the Specified Defaults constitute a Default or an Event of Default that has occurred and is continuing as of the Second Forbearance Effective Date or that may occur and continue during the Second Forbearance Period, as the case may be.  Prior to the effectiveness of this Agreement, the existence of certain of the Specified Defaults (i) relieved Lenders and Agent from any obligation to extend any Loan or provide other financial accommodations under the Credit Agreement or other Credit Documents, and (ii) permitted Lenders and Agent to, among other things, (A) suspend or terminate any commitment to provide Loans or make other extensions of credit under any or all of the Credit Agreement and the other Credit Documents, (B) accelerate all or any portion of the Obligations, (C) commence any legal or other action to collect any or all of the Obligations from the Company, any other Credit Party and/or any Collateral, (D) foreclose or otherwise realize on any or all of the Collateral, and/or appropriate, set-off and apply to the payment of any or all of the Obligations, any or all of the Collateral, and/or (E) take any other enforcement action or otherwise exercise any or all rights, remedies, powers and privileges provided for by any or all of the Credit Agreement, the other Credit Documents, applicable law and/or equity.

SECTION 2.   Forbearance; Forbearance Default Rights and Remedies .

(a)    Effective as of the Second Forbearance Effective Date (as hereinafter defined), each Lender and Agent agree that until the expiration or termination of the Second Forbearance Period, it will forbear from exercising its default-related rights and remedies under the Credit Documents against the Company or any other Credit Party solely with respect to the Specified Defaults.  As used herein, the term “ Second Forbearance Period ” shall mean the period beginning on the Second Forbearance Effective Date and ending on the earliest to occur of (i) any Forbearance Default (as hereinafter defined), (ii) the Agent’s receipt from the Company of a Payment Notice (as hereinafter defined) or the making of any payment (including interest) on any Subordinated Indebtedness by the Credit Parties, any of their Subsidiaries or the Sponsor, (iii) the first day upon which the trustee or any of the holders of the Indebtedness under the Senior Subordinated Note Indenture exercise any of their remedies thereunder or under applicable law, including, without limitation, any acceleration of any such Subordinated Indebtedness (it being understood and agreed that the mere receipt of an acceleration notice by the Company pursuant to Section 6.02 of the Senior Subordinated Note Indenture shall not, in and of itself, terminate the Second Forbearance Period until the acceleration referenced in such notice becomes effective in accordance with the proviso in Section 6.02 of the Senior Subordinated Note Indenture), (iv) if either Simmons Company or Simmons Holdco, Inc. (collectively, the " Parents ") or the Credit Parties receive notice with respect to the failure to file quarterly financial reports with the SEC on Form 10-Q for the quarter ending September 27, 2008, from the requisite holders of, or the trustee or agent therefor, the 10% Senior Discount Notes due 2014 issued by Simmons Company or the $300.0 million senior unsecured loans issued by Simmons Holdco, Inc., and the Parents do not file, or do not cause the filing of, such reports with the SEC on Form 10-Q within 60 days of receipt of such notice, such 60th day or (v) 11:59 p.m. (New York City time) on March 31, 2009 (the earliest to occur of clauses (i) through (v) being the “ Second Forbearance Termination Date ”). As used herein, the term “ Forbearance Default ” shall mean (A) the occurrence of any Event of Default other than the Specified Defaults, or (B) any representation, warranty or certification made or deemed made by the Company or any other Credit Party in connection with this Agreement (other than the Permitted Exceptions (as defined below)) shall be false in any material respect on the date as of which made or deemed made.

(b)   From and after the Second Forbearance Termination Date, including as a result of any Event of Default (other than the Specified Defaults), the agreement of each Lender and Agent hereunder to forbear as set forth in Section 2(a) shall immediately terminate without the requirement of any demand, presentment, protest, or notice of any kind, all of which are hereby waived by the Company and each other Credit Party. The Company and each other Credit Party hereby agree that from and after the Second Forbearance Termination Date, Lenders and Agent may at any time, or from time to time, exercise any and all of their rights, remedies, powers and privileges under any or all of the Credit Agreement, any other Credit Document, applicable law and/or equity, all of which rights, remedies, powers and privileges are fully reserved by each Lender and Agent.

(c)   Except as set forth herein, none of the Lenders or Agent shall have any obligation to extend the Second Forbearance Period, or enter into any other waiver, forbearance or amendment, and the Lenders’ and Agent’s agreement to permit any such extension, or enter into any other waiver, forbearance or amendment shall be subject to the sole discretion of the Lenders.  Any agreement by any Lender and Agent to extend the Second Forbearance Period, if any, or enter into any other waiver, forbearance or amendment, must be set forth in writing and signed by a duly authorized signatory of the relevant Lenders and Agent.  The Company and the other Credit Parties each acknowledge that Lenders and Agent have not made any assurances concerning any possibility of an extension of the Second Forbearance Period or the entering into of any waiver, forbearance or amendment.

(d)   The Company and the other Credit Parties each acknowledge and agree that no additional Loans or other financial accommodation shall be made by the Lenders to the Company during the Second Forbearance Period, other than (i) the issuance, renewal, extension or replacement of a Letter of Credit and (ii) Revolving Loans made (w) in connection with, and equal to, the decrease in the amount of Letter of Credit Usage, (x) pursuant to Section 2.3(d) of the Credit Agreement, (y) to backstop any Letter of Credit which is otherwise permitted by the Credit Agreement or (z) to provide cash collateral to a beneficiary in lieu of issuing a Letter of Credit; provided that the Revolving Credit Exposure is not increased or decreased after giving effect to any Revolving Loan or other extension of credit as defined above.  In connection with any Loans or financial accommodations incurred or extended pursuant to the Credit Agreement during the Second Forbearance Period as permitted above, the conditions specified in Section 3.2 of the Credit Agreement shall be required to be satisfied; provided that solely for such purposes during the Second Forbearance Period (x) any representations and warranties (i) pursuant to Section 4.9 and Section 4.21 of the Credit Agreement shall not be required to be made and (ii) pursuant to Section 4.15 of the Credit Agreement shall be deemed modified so that the representation may exclude the effects of defaults under operating leases of the Company and its Subsidiaries and under the Senior Subordinated Note Indenture solely as a result of the existence of one or more Specified Defaults and (y) no Specified Default shall be deemed to constitute a Default or Event of Default (the items included in (x) and (y), the “ Permitted Exceptions ”).

SECTION 3.   Amendments to Credit Agreement .

Effective as of the Second Forbearance Effective Date (as hereinafter defined), the following provisions of the Credit Agreement shall be amended as set forth below (which amendments are in addition to those contained in the Forbearance Agreement, which shall remain in full force and effect except as expressly modified herein).  For the avoidance of doubt, the Credit Agreement shall remain amended as set forth in this section after the Second Forbearance Termination Date, and these amendments shall not operate as a waiver of any Default or Event of Default.

(a)   Amendments to Section 1.1 .

(i)   The definition of “ Adjusted Eurodollar Rate ” in Section 1.1 is amended by adding the following new sentence at the end thereof:

“Notwithstanding any of the foregoing, on and after the earlier to occur of (x) the Second Forbearance Termination Date and (y) March 31, 2009, the Adjusted Eurodollar Rate shall not at any time be less than 3.25% per annum.”

(ii)   The definition of “ Applicable Margin ” in Section 1.1 is hereby amended by deleting the last paragraph thereof (as added pursuant to Section 3(a)(i) of the Forbearance Agreement) and inserting in lieu thereof the following new paragraph:

“Notwithstanding the foregoing, (x) during the period from and after the Forbearance Effective Date and to and including (but not on) the Second Forbearance Effective Date, the Applicable Margin shall be increased by 2.0% per annum above the rate otherwise applicable and (y) during all periods on and after the Second Forbearance Effective Date, the “ Applicable Margin” shall mean (i) for all Loans which are Base Rate Loans, 5.285% per annum and (ii) for all Loans which are Eurodollar Rate Loans, 6.285% per annum.”

(iii)   The definition of “ Base Rate ” in Section 1.1 is deleted in its entirety and replaced by the following:

““ Base Rate ”   means, at any time, the greater of (a) the Prime Rate, and (b) the rate equal to the sum of (i) 0.50% plus (ii) the Federal Funds Effective Rate; provided, that on and after the earlier to occur of (x) the Second Forbearance Termination Date and (y) March 31, 2009, the Base Rate shall not at any time be less than 4.25% per annum.”

(iv)   The definition of “ CFO Certification ” is amended by adding the following phrase at the end thereof:

“, and with respect to the consolidated balance sheet of the Company and its Subsidiaries for each fiscal month and Fiscal Quarter ending on or after September 27, 2008, such balance sheet shall not reclassify long-term debt as short-term debt solely as a result of the existence of the Specified Defaults (as defined in the Second Forbearance Agreement).”

(v)   The definition of “ Collateral Documents ” is amended by inserting “, each Control Agreement” immediately after the words “the Mortgages”.

(vi)   The definition of “ Credit Document ” is amended by inserting “, the Forbearance Agreement and the Second Forbearance Agreement” immediately after the words “the Collateral Documents”:

(vii)   The definition of “ Interest Payment Date ” is amended by (x) deleting the phrase “three months” in each of the two places it appears therein and by inserting in lieu thereof the phrase “one month”, (y) adding to the end of clause (i) thereof, the following “ provided that, from and after the Second Forbearance Effective Date, it shall mean the last Business Day of each calendar month, commencing on the first such date to occur on or after the Second Forbearance Effective Date.”

(viii)   The definition of “ Responsible Officer ” is deleted in its entirety and replaced with the following:

““ Responsible Officer ” means as to any Person, any of the president, chief executive officer (to the extent an individual has been appointed to such position by the Board of Directors or other applicable governing body of such Person), chief financial officer, the treasurer or the assistant treasurer, principal financial officer, principal accounting officer or the general counsel, of such Person.”

(ix)   The definition of “ Restructuring Amendment ” is amended by inserting the following new sentence immediately at the end of the existing definition thereof:

“In no event shall the Second Forbearance Agreement be deemed to constitute a Restructuring Amendment.”

(x)   the following new definitions are hereby added in the appropriate alphabetical order:

““ Control Agreements ” means a tri-party deposit account control agreement by and among the applicable Credit Party, the Collateral Agent and the respective depository institution, each in form and substance reasonably satisfactory to the Collateral Agent and in any event providing the Collateral Agent “control” of such deposit account within the meaning of Article 9 of the UCC.

“ Second Forbearance Agreement ” means the Second Forbearance Agreement; Third Amendment to the Second Amended and Restated Credit and Guaranty Agreement and First Amendment to Pledge and Security Agreement dated as of December 9, 2008 by and among the Company, the other Credit Parties, the Lender parties thereto and Agent.

“ Second Forbearance Effective Date ” has the meaning assigned to that term in the Second Forbearance Agreement.

“ Second Forbearance Period ” has the meaning assigned to that term in the Second Forbearance Agreement.

“ Second Forbearance Termination Date ” has the meaning assigned to that term in the Second Forbearance Agreement.”

(b)   Section 1.2 shall be amended by inserting the following sentence at the end thereof:

“Notwithstanding anything herein to the contrary or the requirements of GAAP, with respect to the consolidated balance sheet of the Company and its Subsidiaries for each fiscal month and Fiscal Quarter ending on or after September 27, 2008, the Company shall not reclassify any long-term debt as short-term debt solely as a result of the existence of the Specified Defaults (as defined in the Second Forbearance Agreement).”.

(c)   Section 2.9 shall be amended by (x) the deleting the phrase “2% per annum in excess of” in each of the three places it appears therein and (y) deleting the word “increased” appearing in the last sentence thereof.

(d)   Section 2.10 shall be amended by:

(i)   Section 2.10(a) shall be amended by inserting “ provided that, from and after the Second Forbearance Effective Date, such fees shall be payable on the last Business Day of each calendar month in arrears” at the end thereof .

(ii)   Section 2.10(b) shall be amended by inserting “ provided that, from and after the Second Forbearance Effective Date, such fees shall be payable on the last Business Day of each calendar month in arrears” at the end of the first sentence therein.

(iii)   Section 2.10(c) shall be amended by inserting “ provided that, from and after the Second Forbearance Effective Date, such fees shall be payable on the last Business Day of each calendar month in arrears” at the end thereof .

(e)   Each of Sections 2.12, 2.13 and 2.14 shall be amended by adding the following new clause (designated clause “(d)” in the case of Sections 2.12 and 2.14 and designated clause “(g)” in the case of Section 2.13) as follows:

“[(d)/(g)] it is understood and agreed that, for all periods from and after the Second Forbearance Effective Date, the provisions of Sections 2.12, 2.13 and 2.14 shall be subject to the express requirements of Section 5(f) of the Second Forbearance Agreement and, in the event of any conflict or inconsistency, the provisions of said Section 5(f) of the Second Forbearance Agreement shall control.”

(f)   Section 5.1(c)(ii) shall be amended by inserting the following at the end thereof:

“ provided that, the certified public accountants’ report relating to the Company’s audited consolidated financial statements for the Fiscal Year ending 2008, may be qualified solely as a result of the existence of the Specified Defaults and the defaults or events of default arising under the Senior Subordinated Note Indenture which are set forth on Exhibit A to the Second Forbearance Agreement;”.

(g)   Section 6.1 shall be amended by inserting the following new paragraph at the end thereof:

“Notwithstanding the foregoing, the Credit Parties may incur Indebtedness to Subsidiaries of Holdings which are not Credit Parties in excess of the amounts otherwise permitted in this Section 6.1 solely to permit compliance with Section 4.5(b)(iv) of the Pledge and Security Agreement; provided that, such Indebtedness shall be in compliance with the second proviso set forth in Section 6.1(e).”

(h)   Section 6.3 shall be amended by inserting the following new paragraph at the end thereof:

“Notwithstanding the foregoing, the Credit Parties may make Investments in Subsidiaries of Holdings which are not Credit Parties in excess of the amounts otherwise permitted in this Section 6.3 solely to permit compliance with Section 4.5(b)(iv) of the Pledge and Security Agreement.”

(i)   Section 8.1 shall be amended by:

(i)   in Section 8.1(c) inserting “(x)” immediately after the phrase “perform or comply with” appearing therein and inserting the following new text at the end of the existing text thereof and before the semicolon at the end thereof:

“or (y) any term or condition contained in Section 4.5 of the Pledge and Security Agreement; provided that, with respect to the execution and delivery of Control Agreements as required by subclause (b)(i) thereof, such default shall not have been remedied or waived within three Business Days after the original date of required compliance therewith”.

(ii)   Replacing every instance of the phrase “Company or any of its Material Subsidiaries (or any group of Company’s Subsidiaries that, taken as a whole, would constitute a Material Subsidiary” in Sections 8.1(f) and (g) with the phrase “Company or any of its Subsidiaries”.

(iii)   Adding the word “or” at the end of Section 8.1(l).

(iv)   Adding the following as subsections (m) and (n) which shall precede the final two paragraphs of Section 8.1:

“( m ) the failure of the Senior Subordinated Notes or any other Subordinated Indebtedness to be subordinated as provided by any subordination provision related to such Subordinated Indebtedness or any Credit Party shall contest in writing the validity or enforceability of such provisions; or

( n ) the failure by the Company or any Guarantor to comply with any term or condition contained in the Second Forbearance Agreement; provided that, (x) with respect to any default in the performance of or compliance with any term contained in paragraphs (c), (d), (e), (g), (h), (i) and (n) of Section 5 of the Second Forbearance Agreement, such default shall not have been remedied or waived within three Business Days after the original date of required compliance therewith and (y) with respect to any default in the performance of or compliance with covenants in the Second Forbearance Agreement not subject to a date, the respective default shall not have been remedied or waived within three Business Days after the earlier of (A) a Responsible Officer of any Credit Party becoming aware of such default or (B) receipt by the Company of notice from the Agent of such default.”

Effective as of the Second Forbearance Effective Date, the following provisions of the Pledge and Security Agreement shall be amended as set forth below.

(a)   Amendments to Section 1.1 .

(i)   The definition of “ Deposit Accounts ” shall be amended by adding, immediately at the end of the existing text thereof, the phrase “or listed on Schedule 4.5”.

(ii)   The following new definitions are hereby added in the appropriate alphabetical order:

“ Bank ” shall have the meaning provided in Section 9-102 of the UCC.

“Control” shall mean, in the case of each Deposit Account, “control” as such term is defined in Section 9-104 of the UCC.

“Trust Funds ” shall mean any Cash and Cash Equivalents constituting (i) payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of Company’s or any of its Subsidiaries’ employees and accrued and unpaid employee compensation (including salaries, wages, benefits and expense reimbursements) and (ii) all taxes required to be collected or withheld (including, without limitation, federal and state withholding taxes (including the employer’s share thereof), taxes owing to any governmental authority, sales, use and excise taxes, customs duties, import duties and independent customs brokers’ charges), other taxes for which the Company or any of its Subsidiaries may become liable and any other fiduciary funds, in each case, solely to the extent that (x) the failure to remit such Trust Funds to the Person entitled thereto would result under applicable law in potential personal criminal or civil liability to any director, officer or employee of the Company or any of its Subsidiaries, (y) in the case of amounts described in the preceding clause (i), the amounts constituting Trust Funds in a given Deposit Account  shall represent (without duplication) accrued and unpaid employee compensation through the date upon which the respective Grantor received the notice from the Collateral Agent of its exercise of remedies with respect to such Deposit Account as required by Section 7.4(b) (or, if sooner, the date of any Default or Event of Default with respect to such Grantor pursuant to Section 8.1(f) or (g) of the Credit Agreement), additional employee compensation for a period not to extend beyond the third Business Day following its receipt of such notice (or the earlier occurrence of such Default) and checks or direct deposit amounts already paid (prior to the receipt of notice or Default or Event of Default described above) in respect of prior pay periods which have not yet cleared, and (z) in each case, any amounts to constitute Trust Funds shall only constitute same if, and to the extent that, the Collateral Agent has received an officer’s certificate from the chief financial officer of the Company, which certifies the aggregate amount to be withheld or which shall constitute Trust Funds, and the respective Deposit Accounts pursuant to which such Trust Funds are requested to be made available, in each case received by the Collateral Agent within ten (10) Business Days after the date upon which the respective Grantor received the notice from the Collateral Agent of its exercise of remedies with respect to such Deposit Account as required by Section 7.4(b) or, if sooner, the date of any Default or Event of Default with respect to such Grantor pursuant to Section 8.1(f) or (g) of the Credit Agreement.

(b)   Section 2.1 shall be amended by inserting the following at the end of paragraph (k) before for the semi-colon:

“and all Deposit Accounts maintained by such Grantor with any person and all Monies, securities, Instruments and other investments deposited or required to be deposited in any of the foregoing”.

(c)   Section 4.5 shall be amended by deleting the existing said provision thereof in its entirety and by inserting in lieu thereof the following new Section 4.5:

“ 4.5                        Deposit Accounts.

(a)            Representations and Warranties .  As of the Second Forbearance Effective Date, no Grantor maintains any Deposit Accounts other than the accounts listed in Schedule 4.5 hereto. The two accounts listed on Part II of Schedule 4.5 (the “ Existing Escrow Accounts ”) are existing accounts previously established to escrow certain funds, and no other amounts have been deposited therein (other than interest accruing in such accounts). The maximum amount on deposit in each such Existing Escrow Account on the Second Forbearance Effective Date is correctly set forth in Part II of Schedule 4.5. Each Grantor is the sole account holder of each such Deposit Account and such Grantor has not consented to, and is not otherwise aware, of any person (other than the Collateral Agent pursuant hereto) having sole dominion and control (within the meaning of common law) or “control” (within the meaning of Section 9-104 of the UCC) over, or any other interest in, any such Deposit Account and any Money or other property deposited therein.

(b)            Covenants.

(i)           With respect to each Deposit Account of any Grantor in existence on the Second Forbearance Effective Date (other than the Existing Escrow Accounts), the respective Grantor shall deliver to the Collateral Agent, within the time required by the immediately succeeding sentence, (x) a Control Agreement duly executed by such Grantor and the applicable Bank with respect to each such Deposit Account, at which time the Collateral Agent will have a first priority security interest (subject to such Bank’s rights as provided in the respective Control Agreement) in each such Deposit Account, which security interest is perfected by Control or (y) evidence reasonably satisfactory to the Collateral Agent that each such Deposit Account that is not subject to a Control Agreement has been closed.  All Control Agreements required by the immediately preceding sentence shall be required to be fully executed and delivered to the Collateral Agent no later than ten Business Days after the Second Forbearance Effective Date; provided that, such date may be extended by an additional five Business Days at the reasonable request of the Company; and

(ii)           No Grantor shall, at any time after the Second Forbearance Effective Date, establish, open or acquire any Deposit Account unless, prior thereto, the respective Bank and Grantor shall have duly executed and delivered to the Collateral Agent a Control Agreement, in form and substance reasonably satisfactory to the Agent, with respect to such Deposit Account or the Collateral Agent otherwise has Control over such Deposit Account pursuant to documentation in form and substance satisfactory to the Collateral Agent.

(iii)           From and after the time for compliance with clause (i) above has passed (and after giving effect to the extension of time set forth in the proviso to such clause (i) to the extent actually extended), each Granto