Common use of Investment Property Clause in Contracts

Investment Property. Except to the extent otherwise provided in Article III, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall promptly endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Account, such Grantor shall immediately notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary or commodity intermediary, as the case may be, to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements or to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, nominee or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary in a Securities Account that is not an Excluded AccountCommodity Intermediary, such Grantor shall immediately promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, as the case may be, to agree to comply with entitlement orders or other instructions Entitlement Orders from the Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlements securities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may beCommodity Intermediary, in each case without further consent of any Grantor, Grantor or such nominee, or any other Person, nominee or (ii) in the case of Financial Assets (as governed by Article 8 of the New York UCC) or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors Grantor that the Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if any Grantor If Guarantor shall at any time hold or acquire any certificated securitiesCertificated Securities, such Grantor Guarantor shall promptly forthwith endorse, assign and deliver the same to the Collateral AgentLender, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent Lender may from time to time specify. If any securities now or hereafter acquired by any Grantor Guarantor are uncertificated and are issued to such Grantor Guarantor or its nominee directly by the issuer thereof, such Grantor Guarantor shall promptly immediately notify the Collateral Agent Lender thereof and, at the Lender’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentLender, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent Lender as to such securities, without further consent of any Grantor Guarantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor Guarantor are held by such Grantor Guarantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary in a Securities Account that is not an Excluded AccountCommodity Intermediary, such Grantor Guarantor shall immediately notify the Collateral Agent Lender thereof and, at the Lender’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentLender, either (i) cause such securities intermediary Securities Intermediary or commodity intermediary, (as the case may be, ) Commodity Intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent Lender to such Securities Intermediary as to such securities intermediary or other Investment Property, or (as to such security entitlements or the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent Lender to such commodity intermediary, as the case may beCommodity Intermediary, in each case without further consent of any Grantor, Guarantor or such nominee, or any other Person, or (ii) in the case of Financial Assets financial assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Collateral Agent Lender to become the entitlement holder with respect to such Investment Property, with the Grantor Guarantor being permitted, only with the consent of the Collateral AgentLender, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent Lender agrees with each of the Grantors Guarantor that the Collateral Agent Lender shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorGuarantor, unless an Event of Default has occurred and is continuing, or, exists (or would exist after giving effect to any such investment and withdrawal rights, would occuror withdrawal). The provisions of this paragraph shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Agent Lender is the securities intermediarySecurities Intermediary.

Investment Property. As of the, date hereof it has neither opened nor maintains any Investment Property other than that listed in Section 8 of the Perfection Certificate. Except to the extent otherwise provided in Article III, if any Grantor shall at any time hold or acquire any certificated securitiessecurities with a value greater than (i) individually, $250,000 or (ii) in the aggregate, $500,000, such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to that it will comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary in a Securities Account that is not an Excluded AccountCommodity Intermediary, such Grantor shall immediately promptly notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to at the Collateral Agent, either (i) cause ’s request and option such securities intermediary Grantor shall obtain a Securities Account Control Agreement or commodity intermediaryCommodities Account Control Agreement from each Securities Intermediary or Commodity Intermediary, as the case may be, to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements or to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyapplicable. The Collateral Agent agrees with each of the Grantors Grantor that the Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary pursuant to such Securities Account Control Agreement or Commodities Account Control Agreement, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, rights would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account Securities Account for which the Collateral Agent is the securities intermediarySecurities Intermediary.

Investment Property. Except to the extent otherwise provided in Article III, II: (i) if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall promptly shall, within thirty (30) days (or such longer period as the Collateral Agent may agree in its discretion), endorse, assign and deliver the same to the Collateral AgentAgent for the benefit of the applicable Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If reasonably request, (ii) if any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (iA) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (iiB) arrange for the Collateral Agent to become the registered owner of the securities. If , and (iii) if any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such any Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not intermediary, upon the Collateral Agent’s request and following the occurrence of an Excluded AccountEvent of Default, such Grantor shall immediately notify the Collateral Agent thereof andand at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, Agent shall either (iA) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, Grantor or such nominee, or any other Person, or (iiB) in the case of Financial Assets financial assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notwithstanding the foregoing, the Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Without limiting each Grantor’s obligations under Article III, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall promptly endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly immediately notify the Collateral Agent thereof andand use commercially reasonable efforts to, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary (other than in a Securities Account that is not an Excluded Securities Account), such Grantor shall immediately notify the Collateral Agent thereof andand use commercially reasonable efforts to, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary or commodity intermediary, as the case may be, to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements or to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets (as governed by Article 8 of the New York UCC) or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except Borrowers represent and warrant to Lender that Borrowers do not own or hold, directly or indirectly, beneficially or as record owner or both, any investment property, as of the extent otherwise provided date hereof, or have any investment account, securities account, commodity account or other similar account with any bank or other financial institution or other securities intermediary or commodity intermediary as of the date hereof, in Article III, if each case except as set forth in Schedule 7.12 hereto. In the event that any Grantor Borrower shall be entitled to or shall at any time after the date hereof hold or acquire any certificated securities, such Grantor Borrower shall promptly endorse, assign and deliver the same to the Collateral AgentLender, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent Lender may from time to time specify. If any securities now owned or hereafter acquired by any Grantor Borrowers are uncertificated and are issued to such Grantor a Borrower or its nominee directly by the issuer thereof, such Grantor Borrowers shall promptly immediately notify the Collateral Agent Lender thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agentshall as Lender may specify, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent Lender as to such securities, without further consent of any Grantor of Borrowers or such nominee, or (ii) arrange for the Collateral Agent Lender to become the registered owner of the securities. If Borrowers shall not, directly or indirectly, after the date hereof open, establish or maintain any securitiesinvestment account, whether certificated securities account, commodity account or uncertificated, or any other investment property now or hereafter acquired by similar account (other than a deposit account) with any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that unless each of the following conditions is not an Excluded Account, such Grantor shall immediately notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either satisfied (i) cause Lender shall have received not less than fifteen (15) Business Days prior written notice of the intention of Borrowers to open or establish such account which notice shall specify in reasonable detail and specificity acceptable to Lender the name of the account, the owner of the account, the name and address of the securities intermediary or commodity intermediary at which such account is to be opened or established, the individual at such intermediary with whom Borrowers are dealing and the purpose of the account and Lender shall have consented thereto in writing, (ii) the securities intermediary or commodity intermediary (as the case may be) where such account is opened or maintained shall be acceptable to Lender, and (iii) on or before the opening of such investment account, securities account or other similar account with a securities intermediary or commodity intermediary, such person shall as the case Lender may bespecify, either (A) execute and deliver, and cause to agree be executed and delivered to comply Lender, a Pledge Agreement and an Investment Property Control Agreement in form and substance satisfactory to Lender with entitlement orders or other instructions from the Collateral Agent to respect thereto duly authorized, executed and delivered by Borrower and such securities intermediary as to such security entitlements or to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, intermediary or (iiB) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent Lender to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, investment property on terms and conditions acceptable to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account for which the Collateral Agent is the securities intermediaryLender.

Investment Property. Except to If the extent otherwise provided in Article III, if any Grantor Company shall at any time hold or acquire any certificated securitiesCertificated Securities, such Grantor the Company shall promptly forthwith endorse, assign and deliver the same to the Collateral AgentLenders, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent Lenders may from time to time specify. If any securities now or hereafter acquired by any Grantor the Company are uncertificated and are issued to such Grantor the Company or its nominee directly by the issuer thereof, such Grantor the Company shall promptly immediately notify the Collateral Agent Lenders thereof and, at the Lenders’ request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentLenders, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent Lenders as to such securities, without further consent of any Grantor the Company or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor the Company are held by such Grantor the Company or its nominee through a securities intermediary Securities Intermediary or commodity intermediary in a Securities Account that is not an Excluded AccountCommodity Intermediary, such Grantor the Company shall immediately notify the Collateral Agent Lenders thereof and, at the Lenders’ request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentLenders, either (i) cause such securities intermediary Securities Intermediary or commodity intermediary, (as the case may be, ) Commodity Intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent Lenders to such Securities Intermediary as to such securities intermediary or other Investment Property, or (as to such security entitlements or the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent Lenders to such commodity intermediary, as the case may beCommodity Intermediary, in each case without further consent of any Grantor, the Company or such nominee, or any other Person, or (ii) in the case of Financial Assets financial assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Collateral Agent Lenders to become the entitlement holder with respect to such Investment Property, with the Grantor Company being permitted, only with the consent of the Collateral AgentLenders, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent Lenders agrees with each of the Grantors Company that the Collateral Agent Lenders shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorthe Company, unless an Event of Default has occurred and is continuing, or, exists (or would exist after giving effect to any such investment and withdrawal rights, would occuror withdrawal). The provisions of this paragraph shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Agent Lenders is the securities intermediarySecurities Intermediary.

Investment Property. Except to If the extent otherwise provided in Article III, if any Grantor Debtors shall at any time hold or acquire any certificated securities, such Grantor the Debtors shall promptly forthwith endorse, assign and deliver the same to the Collateral AgentSecured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent Secured Party may from time to time specify. If any securities now or hereafter acquired by any Grantor the Debtors are uncertificated and are issued to such Grantor the Debtors or its their nominee directly by the issuer thereof, such Grantor the Debtors shall promptly immediately notify the Collateral Agent Secured Party thereof and, at the Secured Party's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentSecured Party, either (ia) cause the issuer to agree to comply with instructions from the Collateral Agent Secured Party as to such securities, without further consent of any Grantor the Debtors or such nominee, or (iib) arrange for the Collateral Agent Secured Party to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor the Debtors are held by such Grantor the Debtors or its their nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor the Debtors shall immediately notify the Collateral Agent Secured Party thereof and, at the Secured Party's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentSecured Party, either (i) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent Secured Party to such securities intermediary as to such security entitlements securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent Secured Party to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, the Debtors or such nominee, or any other Person, or (ii) in the case of Financial Assets financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Collateral Agent Secured Party to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor Debtors being permitted, only with the consent of the Collateral AgentSecured Party, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Collateral Agent Secured Party agrees with each of the Grantors Debtors that the Collateral Agent Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorthe Debtors, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occuroccurred. The provisions of this paragraph shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Agent Secured Party is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if any Grantor If we shall at any time hold or acquire any certificated securities, such Grantor we shall promptly forthwith endorse, assign and deliver the same to the Collateral Agentyou, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent you may from time to time specify. If any securities Securities now or hereafter acquired by any Grantor us are uncertificated and are issued to such Grantor our name or its our nominee directly by the issuer thereof, such Grantor we shall promptly immediately notify the Collateral Agent you thereof and, at your request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agentyou, either (ia) cause the issuer to agree to comply with your instructions from the Collateral Agent as to such securitiesSecurities, without our further consent of any Grantor or such nominee, or (iib) arrange for the Collateral Agent you to become the registered owner of the securitiesSecurities. If any securitiesSecurities, whether certificated or uncertificateduncertficated, or other investment property Investment Property now or hereafter acquired by any Grantor us are held by such Grantor us or its our nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor we shall immediately notify the Collateral Agent you thereof and, at your request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agentyou, either (i) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent you to such securities intermediary as to such security entitlements Securities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent you to such commodity intermediary, as the case may be, in each case without our or our nominee’s further consent of any Grantor, such nominee, or any other Personconsent, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent you to become the entitlement holder with respect to such Investment Property, with the Grantor us being permitted, only with the consent of the Collateral Agentyour consent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph sub-section shall not apply to any Financial Assets credited to a securities account for which the Collateral Agent is you are the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if If any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities constituting Collateral, such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral AgentAdministrative Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Administrative Agent may from time to time specifyreasonably request. If any securities Securities constituting Collateral now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Administrative Agent’s request and following the occurrence of a Cash Dominion Event such Grantor shall promptly notify the Collateral Administrative Agent thereof and, at the Administrative Agent’s request, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent, either (but only to the extent such Securities and other Investment Property are, or would be, Collateral) (i) cause the issuer to agree to comply with instructions from the Collateral Administrative Agent as to such securitiesSecurities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Administrative Agent to become the registered owner of the securitiesSecurities. If any securitiesSecurities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor Investment Property are held by such any Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary in a Securities Account that is not an Excluded AccountCommodity Intermediary, upon the Administrative Agent’s reasonable request and option, such Grantor shall immediately notify the Collateral Administrative Agent thereof andand at the Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, Administrative Agent shall either (i) cause such securities intermediary Securities Intermediary or commodity intermediary, (as the case may be, ) Commodity Intermediary to agree to comply with entitlement orders Entitlement Orders or other instructions from the Collateral Administrative Agent to such securities intermediary Securities Intermediary as to such security entitlements Security Entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract Commodity Contract as directed by the Collateral Administrative Agent to such commodity intermediary, as the case may beCommodity Intermediary, in each case without further consent of any Grantor, Grantor or such nominee, or any other Person, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Collateral Administrative Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Administrative Agent agrees with each of the Grantors that the Collateral Administrative Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an a Cash Dominion Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if (i) If any Grantor Pledgor shall at any time hold or acquire any certificated securitiessecurities constituting Investment Property, such Grantor Pledgor shall promptly endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as blank, all in form and substance reasonably satisfactory to the Collateral Agent may from time to time specifyAgent. If any securities now or hereafter acquired by any Grantor Pledgor constituting Investment Property are uncertificated and are issued to such Grantor Pledgor or its nominee directly by the issuer thereof, such Grantor Pledgor shall promptly immediately notify the Collateral Agent thereof and, and such Pledgor shall either (A) pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) a Control Agreement cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor Pledgor, such nominee or such nomineeany other person, or (iiB) arrange for the Collateral Agent to become the registered owner of the securities. If any securitiessecurities constituting Investment Property, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are Pledgor is held by such Grantor Pledgor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary in a Securities Account that is not an Excluded AccountCommodity Intermediary, such Grantor Pledgor shall immediately promptly notify the Collateral Agent thereof and, either (A) pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) a Control Agreement cause such securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, as the case may be, to agree to comply with entitlement orders Entitlement Orders or other instructions from the Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlements securities or other Investment Property, or to apply any value distributed on account of any commodity contract Commodity Contract as directed by the Collateral Agent to such commodity intermediaryCommodity Intermediary, as the case may be, in each case without further consent of any GrantorPledgor, such nominee, nominee or any other Personperson, or (iiB) in the case of Financial Assets constituting Investment Property or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor Pledgor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment PropertyProperty pursuant to an agreement in form and substance satisfactory to the Collateral Agent. As of the date hereof, such Pledgor maintains no Securities Accounts or Commodity Accounts with any Securities Intermediary or Commodity Intermediary other than (i) as set forth in Schedule 15 to the Perfection Certificate or (ii) those for which the applicable Pledgor has provided notice thereof to Collateral Agent pursuant to the preceding sentence. Each such Securities Account or Commodities Account is subject to a Control Agreement which is in full force and effect. The Collateral Agent agrees with each of the Grantors Pledgors that (x) the Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, shall not issue a notice of sole control or any similar instructions and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorPledgor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, rights would occuroccur and (y) the Collateral Agent shall promptly deliver notice to the applicable Securities Intermediary or Commodities Intermediary rescinding any notice of sole control or any similar instructions at such time as an Event of Default is no longer continuing. The provisions of this paragraph Section 3.04(c) shall not apply to any Financial Assets credited to a securities account Securities Account for which the Collateral Agent is the securities intermediarySecurities Intermediary. The Collateral Agent shall deliver a copy of any notice of sole control or any similar instructions to the applicable Pledgor simultaneously with the delivery of such notice to the applicable Securities Intermediary or Commodity Intermediary; provided that failure to deliver such notice shall not limit the Collateral Agent's right to take such action or the validity of any such action. Notwithstanding the foregoing, the provisions set forth in this Section 3.04(c)(i), shall not apply to any Investment Property (x) held by any Pledgor for less than two days solely in connection with short-term repurchase agreements and (y) held by any Pledgor for less than ninety one days solely in held by any Pledgor for less than ninety one days solely in connection with short-term repurchase agreements, provided that the aggregate value of such Investment Property described in this clause (y) is less then $2,500,000 in the aggregate for all Pledgors.

Investment Property. Except to the extent otherwise provided in Article III, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly immediately notify the Collateral Agent thereof and, at the Collateral Agent's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the such securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor shall immediately notify the Collateral Agent thereof and, at the Collateral Agent's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, Grantor or such nominee, or any other Person, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, rights would occur. The provisions of this paragraph shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if If any Grantor Pledgor shall at any time hold or acquire any certificated securities, such Grantor Pledgor shall promptly forthwith endorse, assign and deliver the same to the Collateral Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Administrative Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor such Pledgor are uncertificated and are issued to such Grantor any Pledgor or its nominee directly by the issuer thereof, such Grantor any Pledgor shall promptly immediately notify the Collateral Administrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent, either (ia) cause the issuer to agree to comply without further consent of such Pledgor or such nominee, at any time with instructions from the Collateral Administrative Agent as to such securities, without further consent of any Grantor or such nominee, or (iib) arrange for the Collateral Administrative Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor Pledgor are held by such Grantor Pledgor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor Pledgor shall immediately notify the Collateral Administrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent, either (i) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply comply, in each case without further consent of such Pledgor or such nominee, at any time with entitlement orders or other instructions from the Collateral Administrative Agent to such securities intermediary as to such security entitlements securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Administrative Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Collateral Administrative Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor such Pledgor being permitted, only with the consent of the Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occurproperty. The provisions of this paragraph shall not apply to (x) any Financial Assets financial assets credited to a securities account for which the Collateral Administrative Agent is the securities intermediary, (y) any Investments of the type permitted pursuant to §§9.3(e), (h) and (i) of the Credit Agreement, or (z) the share capital or corporate stock of any Unrestricted Subsidiary.

Investment Property. Except to If the extent otherwise provided in Article IIIBorrowers shall, if any Grantor shall now or at any time hereafter, hold or acquire any certificated securities, such Grantor the Borrowers shall promptly forthwith endorse, assign and deliver the same to the Collateral Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Administrative Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor the Borrowers are uncertificated and are issued to such Grantor the Borrowers or its their nominee directly by the issuer thereof, such Grantor the Borrowers shall promptly immediately notify the Collateral Administrative Agent thereof and, at the Administrative Agent's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent, either (ia) cause the issuer to agree to comply without further consent of the Borrowers or such nominee, at any time with instructions from the Collateral Administrative Agent as to such securities, without further consent of any Grantor or such nominee, or (iib) arrange for the Collateral Administrative Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor the Borrowers are held by such Grantor the Borrowers or its their nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor the Borrowers shall immediately notify the Collateral Administrative Agent thereof and, at the Administrative Agent's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent, either (i) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply comply, in each case without further consent of the Borrowers or such nominee, at any time with entitlement orders or other instructions from the Collateral Administrative Agent to such securities intermediary as to such security entitlements securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Administrative Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Collateral Administrative Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor Borrowers being permitted, only with the consent of the Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occurproperty. The provisions of this paragraph shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Administrative Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if (i) If any Grantor Pledgor shall at any time hold or acquire any certificated securitiessecurities constituting Investment Property, such Grantor Pledgor shall promptly endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as blank, all in form and substance reasonably satisfactory to the Collateral Agent may from time to time specifyAgent. If any securities now or hereafter acquired by any Grantor Pledgor constituting Investment Property are uncertificated and are issued to such Grantor Pledgor or its nominee directly by the issuer thereof, such Grantor Pledgor shall promptly immediately notify the Collateral Agent thereof and, and such Pledgor shall either (A) pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) a Control Agreement cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor Pledgor, such nominee or such nomineeany other person, or (iiB) arrange for the Collateral Agent to become the registered owner of the securities. If any securitiessecurities constituting Investment Property, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are Pledgor is held by such Grantor Pledgor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary in a Securities Account that is not an Excluded AccountCommodity Intermediary, such Grantor Pledgor shall immediately promptly notify the Collateral Agent thereof and, either (A) pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) a Control Agreement cause such securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, as the case may be, to agree to comply with entitlement orders Entitlement Orders or other instructions from the Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlements securities or other Investment Property, or to apply any value distributed on account of any commodity contract Commodity Contract as directed by the Collateral Agent to such commodity intermediaryCommodity Intermediary, as the case may be, in each case without further consent of any GrantorPledgor, such nominee, nominee or any other Personperson, or (iiB) in the case of Financial Assets constituting Investment Property or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor Pledgor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment PropertyProperty pursuant to an agreement in form and substance satisfactory to the Collateral Agent. As of the date hereof, such Pledgor maintains no Securities Accounts or Commodity Accounts with any Securities Intermediary or Commodity Intermediary other than (i) as set forth in Schedule 13 to the Perfection Certificate or (ii) those for which the applicable Pledgor has provided notice thereof to Collateral Agent pursuant to the preceding sentence. Each such Securities Account or Commodities Account is subject to a Control Agreement which is in full force and effect. The Collateral Agent agrees with each of the Grantors Pledgors that (x) the Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, shall not issue a notice of sole control or any similar instructions and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorPledgor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, rights would occuroccur and (y) the Collateral Agent shall promptly deliver notice to the applicable Securities Intermediary or Commodities Intermediary rescinding any notice of sole control or any similar instructions at such time as an Event of Default is no longer continuing. The provisions of this paragraph Section 3.04(c) shall not apply to any Financial Assets credited to a securities account Securities Account for which the Collateral Agent is the securities intermediarySecurities Intermediary. The Collateral Agent shall deliver a copy of any notice of sole control or any similar instructions to the applicable Pledgor simultaneously with the delivery of such notice to the applicable Securities Intermediary or Commodity Intermediary; provided that failure to deliver such notice shall not limit the Collateral Agent’s right to take such action or the validity of any such action. Notwithstanding the foregoing, the provisions set forth in this Section 3.04(c)(i), shall not apply to any Investment Property (x) held by any Pledgor for less than two days solely in connection with short-term repurchase agreements and (y) held by any Pledgor for less than ninety one days solely in connection with short-term repurchase agreements, provided that the aggregate value of such Investment Property described in this clause (y) is less then $2,500,000 in the aggregate for all Pledgors.

Investment Property. Except to If the extent otherwise provided in Article III, if any Grantor Maker shall at any time hold or acquire any certificated securitiessecurities (other than the TSE Securities), such Grantor shall promptly the Maker shall, at the request and option of the Collateral Agent, forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify. If any securities now or hereafter acquired by any Grantor the Maker are uncertificated and are issued to such Grantor the Maker or its nominee directly by the issuer thereof, such Grantor the Maker shall promptly immediately notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, use its commercially reasonable efforts to, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (ia) cause the issuer to agree to comply comply, without further consent of the Maker or such nominee, at any time with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (iib) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor the Maker are held by such Grantor the Maker or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor the Maker shall immediately notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, use its commercially reasonable efforts to, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply comply, in each case without further consent of the Maker or such nominee, at any time with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Collateral Agent agrees with each of the Grantors Maker that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorthe Maker, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rightsrights prohibited by the Loan Documents, would occur. The provisions of this paragraph shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if any Grantor shall at any time hold or acquire any certificated securitiessecurities with a value, either individually or in the aggregate, exceeding $250,000, such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral AgentAdministrative Agent within 20 Business Days (or such longer period as the Administrative Agent may agree in its reasonable discretion), accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Administrative Agent may from time to time specifyspecify in its reasonable discretion. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Administrative Agent thereof in writing and, at the Administrative Agent’s reasonable request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent, either (i) cause the issuer (or, with respect to an issuer that is not a Subsidiary of a Grantor, to use commercially reasonable efforts to cause the issuer) to agree to comply with instructions from originated by the Collateral Administrative Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Administrative Agent to become the registered owner of the securities. Each Grantor that is an issuer of any securities included in the Collateral agrees to comply with instructions originated by the Administrative Agent as to such securities, without further consent of the registered owner of such securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary in a Securities Account that is not an Excluded AccountCommodity Intermediary, such Grantor shall immediately promptly notify the Collateral Administrative Agent thereof in writing and, at the Administrative Agent’s reasonable request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent, either (i) cause such securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, as the case may be, (x) to agree to comply with entitlement orders or other instructions Entitlement Orders from the Collateral Administrative Agent to such securities intermediary Securities Intermediary as to such security entitlements securities or other Investment Property, or (as the case may be) (y) to apply any value distributed on account of any commodity contract as directed by the Collateral Administrative Agent to such commodity intermediary, as the case may beCommodity Intermediary, in each case without further consent of any Grantor, Grantor or such nominee, or any other Person, or (ii) in the case of Financial Assets (as governed by Article 8 of the Uniform Commercial Code) or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Collateral Administrative Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Administrative Agent agrees with each of the Grantors Grantor that the Collateral Administrative Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, rights would occur. The provisions of this paragraph clause (c) shall not apply to any Financial Assets credited to a securities account Securities Account for which the Collateral Administrative Agent is the securities intermediarySecurities Intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII or in Section 3.03(h), if any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities, such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral AgentAgent for the benefit of the applicable Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specifyreasonably request. If any securities Securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (but only to the extent such Securities and other Investment Property constitute Collateral) (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securitiesSecurities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securitiesSecurities. If any securitiesSecurities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor Investment Property are held by such any Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary in a Securities Account that is not Commodity Intermediary, upon the Collateral Agent’s request and following the occurrence of an Excluded AccountEvent of Default, such Grantor shall immediately promptly notify the Collateral Agent thereof andand at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, Agent shall either (i) cause such securities intermediary Securities Intermediary or commodity intermediary, (as the case may be, ) Commodity Intermediary to agree to comply with entitlement orders Entitlement Orders or other instructions from the Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlements Security Entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract Commodity Contract as directed by the Collateral Agent to such commodity intermediary, as the case may beCommodity Intermediary, in each case without further consent of any Grantor, Grantor or such nominee, or any other Person, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph Section 3.04(b) shall not apply to any Financial Assets credited to a securities account Securities Account for which the Collateral Agent is the securities intermediarySecurities Intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities (other than securities held in an Account) now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly immediately notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor shall immediately notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, Grantor or such nominee, or any other Person, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, rights would occur. The provisions of this paragraph shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article III3, if any Grantor Pledgor shall at any time hold or acquire any certificated securitiesCertificated Security constituting Pledged Collateral or Article 9 Collateral, such Grantor Pledgor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify. If any securities security of a domestic issuer now owned or hereafter acquired by any Grantor are Pledgor is uncertificated and are is issued to such Grantor Pledgor or its nominee directly by the issuer thereof, such Grantor Pledgor shall promptly notify the Collateral Agent of such uncertificated securities and (i) upon the Collateral Agent’s reasonable request or (ii) upon the occurrence and during the continuance of an Event of Default, such Pledgor shall either (x) cause the issuer thereof to execute and deliver to the Collateral Agent an issuer acknowledgement in respect of such uncertificated securities in the form of Exhibit II hereto or (y) cause the issuer to register the Collateral Agent as the registered owner of such security. If any security or other Investment Property, whether certificated or uncertificated, representing an Equity Interest in a third party and having a fair market value in excess of $5.0 million now or hereafter acquired by any Pledgor is held by such Pledgor or its nominee through a securities intermediary or commodity intermediary, such Pledgor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement a Control Agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Account, such Grantor shall immediately notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (iA) cause such securities intermediary or commodity intermediary, as applicable, to agree, in the case may beof a securities intermediary, to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements securities or other Investment Property or, in the case of a commodity intermediary, to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, Pledgor or such nominee, or any other Person, or (iiB) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, for the ratable benefit of the Secured Parties, with the Grantor such Pledgor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors Pledgors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorPledgor, unless an Event of Default has occurred and is continuing, continuing or, after giving effect to any such investment and withdrawal or dealing rights, would occur. The provisions of this paragraph (b) shall not apply to any Financial Assets credited to a securities account Securities Account for which the Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if any Grantor Pledgor shall at any time hold or acquire any certificated securitiesCertificated Security constituting Pledged Collateral or Article 9 Collateral, such Grantor Pledgor shall promptly forthwith endorse, assign and deliver the same to the Collateral Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Administrative Agent may from time to time reasonably specify. If any securities security of a domestic issuer now owned or hereafter acquired by any Grantor are Pledgor is uncertificated and are is issued to such Grantor Pledgor or its nominee directly by the issuer thereof, such Grantor Pledgor shall promptly notify the Collateral Administrative Agent thereof andof such uncertificated securities and (i) upon the Administrative Agent’s reasonable request or (ii) upon the occurrence and during the continuance of an Event of Default, such Pledgor shall pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Administrative Agent as to such securitiessecurity, without further consent of any Grantor Pledgor or such nominee, or (ii) arrange for cause the Collateral issuer to register the Administrative Agent to become as the registered owner of the securitiessuch security. If any securitiessecurity or other Investment Property, whether certificated or uncertificated, or other investment property representing an Equity Interest in a third party and having a fair market value in excess of $5.0 million now or hereafter acquired by any Grantor are Pledgor is held by such Grantor Pledgor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor Pledgor shall immediately promptly notify the Collateral Administrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to an agreement a Control Agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent, either (iA) cause such securities intermediary or commodity intermediary, as applicable, to agree, in the case may beof a securities intermediary, to agree to comply with entitlement orders or other instructions from the Collateral Administrative Agent to such securities intermediary as to such security entitlements securities or other Investment Property or, in the case of a commodity intermediary, to apply any value distributed on account of any commodity contract as directed by the Collateral Administrative Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, Pledgor or such nominee, or any other Person, or (iiB) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Administrative Agent to become the entitlement holder with respect to such Investment Property, for the ratable benefit of the Secured Parties, with the Grantor such Pledgor being permitted, only with the consent of the Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Administrative Agent agrees with each of the Grantors Guarantors that the Collateral Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorPledgor, unless an Event of Default has occurred and is continuing, continuing or, after giving effect to any such investment and withdrawal or dealing rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account for which the Collateral Agent is the securities intermediary.would

Investment Property. Except to the extent otherwise provided in Article III, if If any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities, such Grantor shall promptly forthwith endorse, assign sign and deliver the same to the Collateral AgentSecured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent Secured Party may from time to time specify. If any securities security is now or hereafter acquired by any Grantor are uncertificated and are issued to such the Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly immediately notify the Collateral Agent thereof Secured Party thereof, and, at the Secured Party’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentSecured Party, either (ia) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securitiescomply, without further consent of any such Grantor or such nominee, at any time with instructions from the Secured Party as to such Securities, or (iib) arrange for the Collateral Agent Secured Party to become the registered owner of the securities. If any securitiesSecurities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor the Grantor, are held by such any Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary in a Securities Account that is not an Excluded AccountCommodity Intermediary, such the Grantor shall immediately notify the Collateral Agent Secured Party thereof and, at the Secured Party’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentSecured Party, either (i) cause such securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, as the case may be, to agree to comply comply, in each case, without further consent of such Grantor or such nominee, at any time with entitlement orders Entitlement Orders or other instructions from the Collateral Agent Secured Party to such securities intermediary Securities Intermediary as to such security entitlements Securities or other Investment Property, or to apply any value distributed on account of any commodity contract Commodity Contract as directed by the Collateral Agent Secured Party to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other PersonCommodity Intermediary, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Collateral Agent this Secured Party to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the such Grantor being permitted, only with the consent of the Collateral AgentSecured Party, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except to If the extent otherwise provided in Article III, if any Grantor Company shall at any time hold or acquire any certificated securitiesCertificated Securities, such Grantor the Company shall promptly forthwith endorse, assign and deliver the same to the Collateral AgentLender, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent Lender may from time to time specify. If any securities now or hereafter acquired by any Grantor the Company are uncertificated and are issued to such Grantor the Company or its nominee directly by the issuer thereof, such Grantor the Company shall promptly immediately notify the Collateral Agent Lender thereof and, at the Lender’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentLender, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent Lender as to such securities, without further consent of any Grantor the Company or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor the Company are held by such Grantor the Company or its nominee through a securities intermediary Securities Intermediary or commodity intermediary in a Securities Account that is not an Excluded AccountCommodity Intermediary, such Grantor the Company shall immediately notify the Collateral Agent Lender thereof and, at the Lender’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentLender, either (i) cause such securities intermediary Securities Intermediary or commodity intermediary, (as the case may be, ) Commodity Intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent Lender to such Securities Intermediary as to such securities intermediary or other Investment Property, or (as to such security entitlements or the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent Lender to such commodity intermediary, as the case may beCommodity Intermediary, in each case without further consent of any Grantor, the Company or such nominee, or any other Person, or (ii) in the case of Financial Assets financial assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Collateral Agent Lender to become the entitlement holder with respect to such Investment Property, with the Grantor Company being permitted, only with the consent of the Collateral AgentLender, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent Lender agrees with each of the Grantors Company that the Collateral Agent Lender shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorthe Company, unless an Event of Default has occurred and is continuing, or, exists (or would exist after giving effect to any such investment and withdrawal rights, would occuror withdrawal). The provisions of this paragraph shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Agent Lender is the securities intermediarySecurities Intermediary.

Investment Property. Except to If the extent otherwise provided in Article III, if any Grantor Company shall at any time hold or acquire any certificated securities, such Grantor the Company shall promptly forthwith endorse, assign and deliver the same to the Collateral AgentLender, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent Lender may from time to time specify. If any securities now or hereafter acquired by any Grantor the Company are uncertificated and are issued to such Grantor the Company or its nominee directly by the issuer thereof, such Grantor the Company shall promptly immediately notify the Collateral Agent Lender thereof and, at the Lender’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentLender, either (ia) cause the issuer to agree to comply comply, without further consent of the Company or such nominee, at any time with instructions from the Collateral Agent Lender as to such securities, without further consent of any Grantor or such nominee, or (iib) arrange for the Collateral Agent Lender to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor the Company are held by such Grantor the Company or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor the Company shall immediately notify the Collateral Agent Lender thereof and, at the Lender’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentLender, either (i) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply comply, in each case without further consent of the Company or such nominee, at any time with entitlement orders or other instructions from the Collateral Agent Lender to such securities intermediary as to such security entitlements securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent Lender to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Collateral Agent Lender to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor Company being permitted, only with the consent of the Collateral AgentLender, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. [The Collateral Agent Lender agrees with each of the Grantors Company that the Collateral Agent Lender shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorthe Company, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rightsrights not otherwise permitted by the Loan Documents, would occur. .] The provisions of this paragraph shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Agent Lender is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if If any Grantor shall at any time hold or acquire -------------------- any certificated securitiessecurities (other than any such certificated securities having an aggregate fair market value not in excess of $50,000 and held in the ordinary course of such Grantor's business), such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (ia) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (iib) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor shall immediately promptly notify the Collateral Agent thereof and, at the Collateral Agent's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, Grantor or such nominee, or any other Person, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, rights would occur. The provisions of this paragraph shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except (i) As of the date hereof, no Grantor (1) has any Investment Property other than that listed in Schedule 6(b) hereof and Lender has a perfected First Priority security interest in such Investment Property (except to the extent otherwise provided such Investment Property constitutes Excluded Equity), (2) holds, owns or has any interest in Article IIIany certificated securities or uncertificated securities, other than those constituting Excluded Equity or Pledged Securities and those maintained in Securities Accounts or Commodity Accounts listed in Schedule 6(b). As of the date hereof, each Grantor has duly authorized, executed and delivered a Securities Account Control Agreement or a Commodity Account Control Agreement with respect to each Securities Account or Commodity Account listed in Schedule 6(b) hereof, if any, as applicable. If any Grantor shall at hereafter establish or maintain any time hold Securities Account or acquire Commodity Account with any certificated securitiesSecurities Intermediary or Commodity Intermediary, unless Lender agrees in writing that it is not required, such Grantor shall promptly endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer Securities Intermediary or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Account, such Grantor shall immediately notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary or commodity intermediaryCommodity Intermediary, as the case may be, to agree to comply and such Grantor shall duly execute and deliver a Control Agreement with entitlement orders or other instructions from the Collateral Agent respect to such securities intermediary as to such security entitlements Securities Account or to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediaryCommodity Account, as the case may be, in each case without further consent of be within 30 days after the establishment thereof. Each Grantor shall accept any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets or other cash and Investment Property held through a securities intermediary, arrange in trust for the Collateral Agent benefit of Lender and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment PropertyLender’s Control. The Collateral Agent Lender agrees with each of the Grantors Grantor that the Collateral Agent Lender shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuerissuer of uncertificated securities, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any such Grantor, unless an Event of Default has occurred and is continuing, continuing beyond any applicable grace or cure periods or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph Section shall not apply to any Financial Assets credited to a securities account Securities Account for which the Collateral Agent Lender is the securities intermediarySecurities Intermediary. No Grantor shall grant Control over any Investment Property to any Person other than Lender.

Investment Property. Except to the extent otherwise provided in Article III, if (a) If any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities (other than treasury stock of such Grantor), such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify, all of which thereafter shall be held by the Collateral Agent, pursuant to the terms of this Agreement, as part of the Collateral. If any securities Securities now held or hereafter acquired by any Grantor are uncertificated Uncertificated Securities (other than treasury stock of such Grantor) and are issued to such Grantor or its nominee directly by the issuer Issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer Issuer to agree to comply with instructions from the Collateral Agent as to such securitiesSecurities, without further consent of any such Grantor or such the nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securitiesSecurities. If any securitiesGrantor, whether certificated as registered holder of Investment Property, receives any stock certificate, option or uncertificatedright, or other investment property distribution, whether as an addition to, in substitution of, or in exchange for, such Investment Property, or otherwise, such Grantor agrees to accept the same in trust for the Collateral Agent and the Secured Parties and to forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify, to be held by the Collateral Agent as Collateral. If any Securities, whether Certificated Securities or Uncertificated Securities, or other Investment Property now held or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary in a Securities Account that is not an Excluded AccountCommodity Intermediary, such Grantor shall immediately promptly notify the Collateral Agent thereof and, at the Collateral Agent's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, as the case may be, to agree to comply with entitlement orders Entitlement Orders or other instructions from the Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlements Securities or other Investment Property or, as the case may be, to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may beCommodity Intermediary, in each case without the further consent of any Grantor, such Grantor or such nominee, or any other Person, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if If any Grantor Pledgor shall at any time hold or acquire any certificated securitiessecurities constituting Investment Property and having a fair market value, individually or in the aggregate, in excess of $100,000, such Grantor Pledgor shall promptly promptly, and in any event within five Business Days of acquiring such security (or such later date as may be agreed to in writing by the Collateral Agent in its sole discretion), (i) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as blank, all in form and substance reasonably satisfactory to the Collateral Agent may from time or (ii) deliver such securities into a Securities Account (other than an Excluded Account) with respect to time specifywhich a Securities Account Control Agreement is in effect in favor of the Collateral Agent. If any securities now or hereafter acquired by any Grantor Pledgor constituting Investment Property and having a fair market value, individually or in the aggregate, in excess of $100,000 are uncertificated and are issued to such Grantor Pledgor or its nominee directly by the issuer thereof, such Grantor Pledgor shall promptly and in any event within five Business Days of acquiring such security (or such later date as may be agreed to in writing by the Collateral Agent in its sole discretion), notify the Collateral Agent thereof and, and pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (ia) cause the issuer to agree to comply with Entitlement Orders or other instructions from the Collateral Agent as to such securities, without further consent of any Grantor Pledgor or such nominee, (b) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account (other than an Excluded Account) with respect to which the Collateral Agent has Control or (iic) arrange for the Collateral Agent to become the registered owner of the securities. If The Pledgors shall not hereafter establish and maintain any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (1) the applicable Pledgor shall have given the Collateral Agent at least 30 days’ (or such shorter period as may be agreed to in writing by the Collateral Agent in its sole discretion) prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent and (3) except in the case of an Excluded Account, such Grantor shall immediately notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, as the case may be, to agree to comply and such Pledgor shall have duly executed and delivered a Control Agreement with entitlement orders or other instructions from the Collateral Agent respect to such securities intermediary as to such security entitlements Securities Account or to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediaryCommodity Account, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuerissuer of uncertificated securities, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorsuch Pledgor, unless an Event of Default has occurred and is continuing, continuing or, after giving effect to any such investment and withdrawal or dealing rights, would occur. The provisions of this paragraph Section 3.4(d) shall not apply to any Financial Assets credited to a securities account Securities Account for which the Collateral Agent is the securities intermediarySecurities Intermediary. No Pledgor shall grant Control over any Investment Property to any Person other than the Collateral Agent. As between the Collateral Agent and the Pledgors, the Pledgors shall bear the investment risk with respect to the Investment Property and Pledged Securities, and the risk of loss of, damage to, or the destruction of the Investment Property and Pledged Securities, whether in the possession of, or maintained as a security entitlement or deposit by, or subject to the control of, the Collateral Agent, a Securities Intermediary, Commodity Intermediary, any Pledgor or any other Person; provided, however, that nothing contained in this Section 3.4(d) shall release or relieve any Securities Intermediary or Commodity Intermediary of its duties and obligations to the Pledgors or any other Person under any Control Agreement or under applicable Legal Requirements. Each Pledgor shall promptly pay all Charges and fees of whatever kind or nature with respect to the Investment Property and Pledged Securities pledged by it under this Agreement. In the event any Pledgor shall fail to make such payment contemplated in the immediately preceding sentence, the Collateral Agent may do so for the account of such Pledgor and the Pledgors shall promptly reimburse and indemnify the Collateral Agent in accordance with Section 10.03 of the Credit Agreement from all reasonable costs and expenses incurred by the Collateral Agent under this Section 3.4(d).

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securitiesadditional Pledged Securities (other than Uncertificated Securities), such Grantor shall promptly endorseshall, assign within the later to occur of (i) thirty (30) calendar days following the date on which such assets are held or acquired or (ii) the earlier of (x) the date on which the next Compliance Certificate is required to be delivered pursuant to Section 6.02(a) of the Credit Agreement following such event and (y) the date which is forty-five (45) calendar days after the end of the most recently ended fiscal quarter of Parent (or such later date as may be acceptable to the Administrative Agent in its discretion), deliver the same to the Collateral AgentAgent for the benefit of the applicable Secured Parties, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specifyreasonably request. If any securities Pledged Securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Collateral Agent’s request following the occurrence and during the continuance of an Event of Default such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securitiesPledged Securities, without further consent of any Grantor or such nominee, nominee or (ii) arrange for the Collateral Agent to become the registered owner of the securitiesPledged Securities. If any securitiesPledged Securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor Pledged Collateral are held by such any Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not Intermediary, upon the Collateral Agent’s request following the occurrence and during the continuance of an Excluded AccountEvent of Default, such Grantor shall immediately promptly notify the Collateral Agent thereof andand at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, shall either (i) cause such securities intermediary or commodity intermediary, as the case may be, Securities Intermediary to agree to comply with entitlement orders Entitlement Orders or other instructions from the Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlements or to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case Security Entitlements without further consent of any Grantor, Grantor or such nominee, or any other Person, nominee or (ii) in the case of Financial Assets or other Investment Property constituting Collateral held through a securities intermediarySecurities Intermediary, arrange for the Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notwithstanding the foregoing, unless and until an Event of Default has occurred and is continuing, the Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary or commodity intermediarySecurities Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except to If the extent otherwise provided in Article IIICompany shall, if any Grantor shall now or at any time hereafter, hold or acquire any certificated securitiessecurities which are the products or proceeds of any Collateral, such Grantor the Company shall promptly forthwith endorse, assign and deliver the same to the Collateral AgentLender, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent Lender may from time to time specify. If any securities now or hereafter acquired by any Grantor the Company are uncertificated and are issued to such Grantor the Company or its nominee directly by the issuer thereof, such Grantor the Company shall promptly immediately notify the Collateral Agent Lender thereof and, at the Lender's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentLender, either (ia) cause the issuer to agree to comply without further consent of the Company or such nominee, at any time with instructions from the Collateral Agent Lender as to such securities, without further consent of any Grantor or such nominee, or (iib) arrange for the Collateral Agent Lender to become the registered owner of the securities. If any securitiessecurities which are the products or proceeds of any Collateral, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor the Company are held by such Grantor the Company or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor the Company shall immediately notify the Collateral Agent Lender thereof and, at the Lender's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentLender, either (i) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply comply, in each case without further consent of the Company or such nominee, at any time with entitlement orders or other instructions from the Collateral Agent Lender to such securities intermediary as to such security entitlements securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent Lender to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Collateral Agent Lender to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor Company being permitted, only with the consent of the Collateral AgentLender, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Collateral Agent Lender agrees with each of the Grantors Company that the Collateral Agent Lender shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorthe Company, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rightsrights not otherwise permitted by the Loan Documents, would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIIf any Obligor shall, if any Grantor shall now or at any time hereafter, hold or acquire any certificated securitiessecurities (other than any equity interest in any of its Subsidiaries), such Grantor Obligor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities (other than any equity interest in any Subsidiary of the Borrower or any Guarantor) now or hereafter acquired by any Grantor Obligor are uncertificated and are issued to such Grantor any Obligor or its nominee directly by the issuer thereof, such Grantor the Company shall promptly immediately notify the Collateral Agent thereof and, at the Collateral Agent's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (ia) cause the issuer to agree to comply without further consent of such Obligor or such nominee, at any time with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (iib) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor such Obligor with a fair market value of greater than $100,000 are held by such Grantor Obligor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor Obligor shall immediately notify the Collateral Agent thereof in writing and, at the Collateral Agent's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply comply, in each case without further consent of such Obligor or such nominee, at any time with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor such Obligor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Collateral Agent agrees with each of the Grantors Obligors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorthe Obligors, unless an Event of a Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rightsrights not otherwise permitted by the Creditor Documents, would occur. The provisions of this paragraph shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Agent is the securities intermediary. Nothing in this paragraph or in this Agreement shall limit the obligations of any Obligor party to the Pledge Agreement under the terms of such agreement or the obligations of any Obligor under any agreement that it may hereafter enter into in which such Obligor pledges to the Collateral Agent, as security for the Obligations, such Obligor's equity interests in any of its Subsidiaries.

Investment Property. Except to the extent otherwise provided in Article III, if If any Grantor Pledgor shall at any time hold or acquire any certificated securitiessecurities constituting Investment Property that is Collateral, such Grantor Pledgor shall promptly promptly, and in any event within ten Business Days of acquiring such security (or such later date as may be agreed to in writing by the Collateral Agent in its sole discretion), (i) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as blank, all in form and substance reasonably satisfactory to the Collateral Agent may from time or (ii) deliver such securities into a Securities Account with respect to time specifywhich a Securities Account Control Agreement is in effect in favor of the Collateral Agent. If any securities now or hereafter acquired by any Grantor Pledgor constituting Investment Property that are Collateral are uncertificated and are issued to such Grantor Pledgor or its nominee directly by the issuer thereof, such Grantor Pledgor shall promptly promptly, and in any event within ten Business Days of acquiring such security (or such later date as may be agreed to in writing by the Collateral Agent in its sole discretion), notify the Collateral Agent thereof and, and pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with Entitlement Orders or other instructions from the Collateral Agent as to such securities, without further consent of any Grantor Pledgor or such nominee, (ii) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account with respect to which the Collateral Agent has Control or (iiiii) arrange for the Collateral Agent to become the registered owner of the securities. If The Pledgors shall not hereafter establish and maintain any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not or Commodity Account (other than an Excluded Account, such Grantor ) with any Securities Intermediary or Commodity Intermediary unless (1) the applicable Pledgor shall immediately notify have given the Collateral Agent thereof andat least 30 days’ (or such shorter period as may be agreed to in writing by the Collateral Agent in its sole discretion) prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, pursuant to an agreement in form and substance (2) such Securities Intermediary or Commodity Intermediary shall be reasonably satisfactory acceptable to the Collateral Agent, either Agent and (i3) cause such securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, as the case may be, to agree to comply and such Pledgor shall have duly executed and delivered a Control Agreement with entitlement orders or other instructions from the Collateral Agent respect to such securities intermediary as to such security entitlements Securities Account or to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediaryCommodity Account, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuerissuer of uncertificated securities, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorsuch Pledgor, unless an Event of Default has occurred and is continuing, continuing or, immediately after giving effect to any such investment and withdrawal or dealing rights, would occur. The None of the provisions of this paragraph Section 3.4(d) shall not apply to (x) any Financial Assets credited to a securities account Securities Account for which the Collateral Agent is the securities intermediarySecurities Intermediary, or (y) any security, Investment Property, Securities Account or Commodities Account that does not constitute Collateral. No Pledgor shall grant Control over any Investment Property that constitutes Collateral to any Person other than the Collateral Agent, and each Pledgor shall promptly (and in any event within ten Business Days) notify the Collateral Agent if any issuer of Pledged Interests takes any action to have any Pledged Interests issued by it treated as Securities under Article 8 of the UCC and such Pledgor shall take all steps reasonably deemed necessary, advisable or prudent by the Collateral Agent in order to grant Control of such Pledged Interests in favor of the Collateral Agent. As between the Collateral Agent and the Pledgors, the Pledgors shall bear the investment risk with respect to the Investment Property and Pledged Securities, and the risk of loss of, damage to, or the destruction of the Investment Property and Pledged Securities, whether in the possession of, or maintained as a security entitlement or deposit by, or subject to the control of, the Collateral Agent, a Securities Intermediary, Commodity Intermediary, any Pledgor or any other Person; provided, however, that nothing contained in this Section 3.4(d) shall release or relieve any Securities Intermediary or Commodity Intermediary of its duties and obligations to the Pledgors or any other Person under any Control Agreement or under applicable Legal Requirements. Each Pledgor shall promptly pay all Charges and fees of whatever kind or nature with respect to the Investment Property and Pledged Securities pledged by it under this Agreement. In the event any Pledgor shall fail to make such payment contemplated in the immediately preceding sentence, the Collateral Agent may do so for the account of such Pledgor and the Pledgors shall promptly reimburse and indemnify the Collateral Agent in accordance with, and to the extent provided by, Section 10.03 of Credit Agreement from all costs and expenses incurred by the Collateral Agent under this Section 3.4(d).

Investment Property. Except to the extent otherwise provided in Article III, if any Grantor Guarantor shall at any time hold or acquire any certificated securitiesCertificated Security, such Grantor Guarantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities security now or hereafter acquired by any Grantor are Guarantor is uncertificated and are is issued to such Grantor Guarantor or its nominee directly by the issuer thereof, upon the Collateral Agent’s reasonable request and following the occurrence of an Event of Default, such Grantor Guarantor shall promptly notify the Collateral Agent thereof and, of such uncertificated securities and pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securitiessecurity, without further consent of any Grantor Guarantor or such nominee, or (ii) arrange for cause the issuer to register the Collateral Agent to become as the registered owner of the securitiessuch security. If any securitiessecurity, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor Guarantor are held by such Grantor Guarantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor Guarantor shall immediately notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (iA) cause such securities intermediary or commodity intermediary, as applicable, to agree, in the case may beof a securities intermediary, to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements securities or other Investment Property or, in the case of a commodity intermediary, to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, Guarantor or such nominee, or any other Person, or (iiB) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, for the ratable benefit of the Secured Parties, with the Grantor such Guarantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors Guarantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorGuarantor, unless an Event of Default has occurred and is continuing, continuing or, after giving effect to any such investment and withdrawal or dealing rights, would occur. The provisions of this paragraph (c) shall not apply to any Financial Assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIthe Second Lien U.S. Pledge Agreement, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Perfection Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Perfection Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly immediately notify the Collateral Agent thereof and, at the Perfection Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Perfection Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Perfection Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary in a Securities Account that is not an Excluded AccountCommodity Intermediary, such Grantor shall immediately notify the Collateral Agent thereof and, at the Perfection Agent’s request and option (and, in the case of any such Investment Property so held by any Grantor as of the Issue Date, no later than the date that is 15 days after the Issue Date (or (x) if the Senior Credit Facility is at such time a Minimum Size Credit Facility, such longer period as the First Priority Representative may permit pursuant to the First Lien Security Agreement or (y) if the Senior Credit Facility is not a Minimum Size Credit Facility, such longer period as the Collateral Agent may permit in its sole discretion, provided that if such extension is granted it shall be for a period of not less than 30 days)), pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, as the case may be, to agree to comply with entitlement orders or other instructions from the Collateral Perfection Agent to such securities intermediary Securities Intermediary as to such security entitlements Security Entitlements or to apply any value distributed on account of any commodity contract Commodity Contract as directed by the Collateral Perfection Agent to such commodity intermediaryCommodity Intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Collateral Perfection Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Perfection Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if If any Grantor Pledgor shall at any time hold or acquire any certificated securitiessecurities constituting Investment Property, such Grantor Pledgor shall promptly (and in any event within ten Business Days or such longer period as may be agreed to in writing by the Noteholder Collateral Agent in its sole discretion) after acquiring such security, (i) endorse, assign and deliver the same to the Noteholder Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as blank, all in form and substance reasonably satisfactory to the Noteholder Collateral Agent may from time or (ii) deliver such securities into a Securities Account with respect to time specifywhich a Securities Account Control Agreement is in effect in favor of the Noteholder Collateral Agent. If any securities now or hereafter acquired by any Grantor Pledgor constituting Investment Property are uncertificated and are issued to such Grantor Pledgor or its nominee directly by the issuer thereof, such Grantor Pledgor shall promptly (and in any event within ten Business Days or such longer period as may be agreed to in writing by the Noteholder Collateral Agent in its sole discretion) after acquiring such security notify the Noteholder Collateral Agent thereof and, and pursuant to an agreement in form and substance reasonably satisfactory to the Noteholder Collateral Agent, either (i) cause the issuer to agree to comply with Entitlement Orders or other instructions from the Noteholder Collateral Agent as to such securities, without further consent of any Grantor Pledgor or such nominee, (ii) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account with respect to which the Noteholder Collateral Agent has Control or (iiiii) arrange for the Noteholder Collateral Agent to become the registered owner of the securities. If The Pledgors shall not hereafter establish and maintain any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Account, such Grantor or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (1) the applicable Pledgor shall immediately notify have given the Noteholder Collateral Agent thereof andat least 15 days’ (or such shorter period as may be agreed to in writing by the Noteholder Collateral Agent in its sole discretion) prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, pursuant to an agreement in form and substance (2) such Securities Intermediary or Commodity Intermediary shall be reasonably satisfactory acceptable to the Noteholder Collateral Agent, either Agent and (i3) cause such securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, as the case may be, to agree to comply and such Pledgor shall have duly executed and delivered a Control Agreement with entitlement orders or other instructions from the Collateral Agent respect to such securities intermediary as to such security entitlements Securities Account or to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediaryCommodity Account, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Noteholder Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuerissuer of uncertificated securities, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorsuch Pledgor, unless an Event of Default has occurred and is continuing, continuing or, after giving effect to any such investment and withdrawal or dealing rights, would occur. The provisions of this paragraph Section 3.4(d) shall not apply to any Financial Assets credited to a securities account Securities Account for which the Noteholder Collateral Agent is the securities intermediarySecurities Intermediary. No Pledgor shall grant Control over any Investment Property to any Person other than the Noteholder Collateral Agent and, prior to the Discharge of ABL Obligations and to the extent required under the Intercreditor Agreement, the ABL Agent, and each Pledgor shall promptly (and in any event within ten Business Days or such longer period as may be agreed to in writing by the Noteholder Collateral Agent in its sole discretion) notify the Noteholder Collateral Agent if any issuer of Pledged Interests takes any action to have any Pledged Interests issued by it treated as Securities under Article 8 of the UCC and such Pledgor shall take all steps deemed necessary, advisable or prudent by the Noteholder Collateral Agent in order to grant Control of such Pledged Interests in favor of the Noteholder Collateral Agent. As between the Noteholder Collateral Agent and the Pledgors, the Pledgors shall bear the investment risk with respect to the Investment Property and Pledged Securities, and the risk of loss of, damage to, or the destruction of the Investment Property and Pledged Securities, whether in the possession of, or maintained as a security entitlement or deposit by, or subject to the control of, the Noteholder Collateral Agent, the ABL Agent, a Securities Intermediary, Commodity Intermediary, any Pledgor or any other Person; provided, however, that nothing contained in this Section 3.4(d) shall release or relieve any Securities Intermediary or Commodity Intermediary of its duties and obligations to the Pledgors or any other Person under any Control Agreement or under applicable Legal Requirements. Each Pledgor shall promptly pay all Charges and fees of whatever kind or nature with respect to the Investment Property and Pledged Securities pledged by it under this Agreement. In the event any Pledgor shall fail to make such payment contemplated in the immediately preceding sentence, the Noteholder Collateral Agent may, after providing written notice thereof to the Pledgors, do so for the account of such Pledgor, and the Pledgors shall promptly reimburse and indemnify the Noteholder Collateral Agent in accordance with Section 11.4(a) hereof and Section 7.07 of the Indenture from all costs and expenses incurred by the Noteholder Collateral Agent under this Section 3.4(d).

Investment Property. Except to the extent otherwise provided in Article III, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specifyspecify pursuant to any Senior Collateral Document. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly immediately notify the Collateral Agent thereof and, at the Collateral Agent’s reasonable request and option, following and during the continuance of an Event of Default, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor shall immediately notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, following and during the continuance of an Event of Default, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary or commodity intermediary, as the case may be, to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements or to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets financial assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except Borrowers represent and warrant to Lender that Borrowers’ do not own or hold, directly or indirectly, beneficially or as record owner or both, any investment property, as of the extent otherwise provided date hereof, or have any investment account, securities account, commodity account or other similar account with any bank or other financial institution or other securities intermediary or commodity intermediary as of the date hereof, in Article III, if each case except as set forth in Schedule 7.12 hereto. In the event that any Grantor Borrower shall be entitled to or shall at any time after the date hereof hold or acquire any certificated securities, such Grantor Borrowers shall promptly endorse, assign and deliver the same to the Collateral AgentLender, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent Lender may from time to time specify. If any securities now owned or hereafter acquired by any Grantor Borrowers are uncertificated and are issued to such Grantor a Borrower or its nominee directly by the issuer thereof, such Grantor Borrower shall promptly immediately notify the Collateral Agent Lender thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agentshall as Lender may specify, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent Lender as to such securities, without further consent of any Grantor of Borrowers or such nominee, or (ii) arrange for the Collateral Agent Lender to become the registered owner of the securities. If Borrowers shall not, directly or indirectly, after the date hereof open, establish or maintain any securitiesinvestment account, whether certificated securities account, commodity account or uncertificated, or any other investment property now or hereafter acquired by similar account (other than a deposit account) with any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that unless each of the following conditions is not an Excluded Account, such Grantor shall immediately notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either satisfied (i) cause Lender shall have received not less than fifteen (15) Business Days prior written notice of the intention of Borrowers to open or establish such account which notice shall specify in reasonable detail and specificity acceptable to Lender the name of the account, the owner of the account, the name and address of the securities intermediary or commodity intermediary at which such account is to be opened or established, the individual at such intermediary with whom a Borrowers is dealing and the purpose of the account and Lender shall have consented thereto in writing, (ii) the securities intermediary or commodity intermediary (as the case may be) where such account is opened or maintained shall be acceptable to Lender, and (iii) on or before the opening of such investment account, securities account or other similar account with a securities intermediary or commodity intermediary, such person shall as the case Lender may bespecify, either (A) execute and deliver, and cause to agree be executed and delivered to comply Lender, a Pledge Agreement and an Investment Property Control Agreement in form and substance satisfactory to Lender with entitlement orders or other instructions from the Collateral Agent to respect thereto duly authorized, executed and delivered by Borrowers and such securities intermediary as to such security entitlements or to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, intermediary or (iiB) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent Lender to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, investment property on terms and conditions acceptable to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account for which the Collateral Agent is the securities intermediaryLender.

Investment Property. Except to the extent otherwise provided in Without limiting each Grantor’s obligations under Article III, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall promptly endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountsecurities account or commodity account for which perfection by “control” or control agreements are required under the ABL Facility Loan Documents, such Grantor shall immediately promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary or commodity intermediary, as the case may be, to agree to comply with entitlement orders or other instructions from the Collateral Agent (or the ABL Collateral Agent, pursuant to the ABL Intercreditor Agreement) to such securities intermediary as to such security entitlements or to apply any value distributed on account of any commodity contract as directed by the Collateral Agent (or the ABL Collateral Agent, pursuant to the ABL Intercreditor Agreement) to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other PersonPerson (other than, or (ii) in subject to the case of Financial Assets or other Investment Property held through a securities intermediaryABL Intercreditor Agreement, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the ABL Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property). The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets financial assets or other investment property credited to a securities account for which the Collateral Agent is the securities intermediary, unless otherwise requested by the Collateral Agent.

Investment Property. Except to If the extent otherwise provided in Article III, if Borrower or any Grantor of the Obligors shall at any time hold or acquire any certificated securities, the Borrower or such Grantor Obligors shall promptly forthwith endorse, assign and deliver the same to the Collateral AgentBank, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent Bank may from time to time specifyspecify and/or require. If any securities now or hereafter acquired by the Borrower or any Grantor of the Obligors are uncertificated and are issued to such Grantor the Borrower or its one of the Obligors, or a nominee directly by the issuer thereof, the Borrower or such Grantor Obligor shall promptly immediately notify the Collateral Agent Bank thereof in writing and, at the Bank's request and sole option, pursuant to an a written agreement in form and substance reasonably satisfactory to the Collateral AgentBank in its sole and absolute discretion, either (i) cause the such issuer to agree to comply with instructions from the Collateral Agent Lender as to such securities, without further consent of any Grantor the Borrower or such Obligor or such nominee, or (ii) arrange for the Collateral Agent Bank to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Borrower or any Grantor of the Obligors are held by such Grantor the Borrower or its any of the Obligors or a nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, the Borrower or such Grantor Obligor shall immediately notify the Collateral Agent Bank thereof in writing and, at the Bank's request and sole option, pursuant to an a written agreement in form and substance reasonably satisfactory to the Collateral AgentBank, either (iA) cause such securities intermediary or commodity intermediaryor, as the case may be, commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent Bank to such securities intermediary or such commodity intermediary as to such security entitlements securities or other investment property, or, as the case may be, to apply any value distributed on account of any commodity contract as directed by the Collateral Agent Bank to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, the Borrower or such Obligor or such nominee, or any other Person, or (iiB) in the case of Financial Assets financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Collateral Agent Bank to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor Borrower or such Obligor being permitted, only with the express written consent of the Collateral AgentBank, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Collateral Agent Bank hereby agrees with each of the Grantors Borrower and the Obligors that the Collateral Agent Bank shall not give given any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, intermediary and shall not withhold its consent to the exercise of any withdrawal or dealing rights by the Borrower or any Grantorof the Obligors, unless an Event of Default has shall have occurred and is be continuing, oror unless, after giving effect to any such investment and withdrawal rightsrights not otherwise permitted by the Loan Documents, an Event of Default would occur. The provisions of this paragraph Section 3.7(c) shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Agent Bank is the securities intermediary.

Investment Property. Except (i) As of the date hereof, no Grantor (1) has any Securities Accounts or Commodity Accounts other than those listed in the Perfection Certificate and each Grantor covenants and agrees that it shall ensure that the Collateral Agent has a perfected First Priority security interest in such Securities Accounts and Commodity Accounts which security interest is perfected by Control promptly but in any event no later than ten Business Days from the date of the written request of the Collateral Agent, (2) holds, owns or has any interest in any certificated securities or uncertificated securities other than those constituting Pledged Securities and those maintained in Securities Accounts or Commodity Accounts listed in Schedule 7 hereof. Promptly but in any event no later than ten Business Days from the date of the written request of the Collateral Agent, each Grantor shall duly authorized, executed and delivered a Securities Account Control Agreement or a Commodity Account Control Agreement with respect to each Securities Account or Commodity Account listed in the extent otherwise provided in Article IIIPerfection Certificate, if any Grantor shall at any time hold or acquire any certificated securitiesany, such Grantor shall promptly endorseas applicable, assign in each case in form and deliver the same substance acceptable to the Collateral Agent, accompanied by such instruments of transfer . No Grantor shall hereafter establish or assignment duly executed in blank as maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (A) the applicable Grantor shall have given the Collateral Agent may from time 30 Business Days prior written notice of its intention to time specify. If any securities now establish such new Securities Account or hereafter acquired by any Grantor are uncertificated and are issued Commodity Account with such Securities Intermediary or Commodity Intermediary, (B) such Securities Intermediary or Commodity Intermediary shall be acceptable to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (iC) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor Securities Intermediary or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Account, such Grantor shall immediately notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary or commodity intermediaryCommodity Intermediary, as the case may be, to agree to comply and such Grantor shall have duly executed and delivered a Control Agreement with entitlement orders or other instructions from the Collateral Agent respect to such securities intermediary as to such security entitlements Securities Account or to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediaryCommodity Account, as the case may be, in each case without further consent of . Each Grantor shall accept any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets or other cash and Investment Property held through a securities intermediary, arrange in trust for the benefit of the Collateral Agent and within 3 Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property's Control. The Collateral Agent agrees with each of the Grantors Grantor that the Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuerissuer of uncertificated securities, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any such Grantor, unless an Event of Default under any New Note has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph Section 3.04(c) shall not apply to any Financial Assets credited to a securities account Securities Account for which the Collateral Agent is the securities intermediarySecurities Intermediary. No Grantor shall grant Control over any Investment Property to any Person other than the Collateral Agent.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at with respect to any time hold held or acquire any acquired certificated securities, such Grantor shall promptly endorse, assign and deliver the same to the Collateral AgentLender, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent Lender may from time to time specify. If If, upon the occurrence and during the continuation of an Event of Default, any securities now held or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall notify the Lender within a reasonable amount of time and arrange for the Lender to become the registered owner of the securities. Upon the occurrence and during the continuation of an Event of Default, if any securities, whether certificated or uncertificated, or other Investment Property now or hereafter acquired by Grantor are held by Grantor or its nominee through a Securities Intermediary or Commodity Intermediary, Grantor shall promptly notify the Collateral Agent Lender thereof and, at the Lender’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentLender (provided, either (i) cause however, that the issuer to agree to comply Lender must act reasonably with instructions from the Collateral Agent as respect to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Account, such Grantor shall immediately notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agentrequest(s)), either (i) cause such securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, as the case may be, to agree to comply with entitlement orders or other instructions Entitlement Orders from the Collateral Agent Lender to such Securities Intermediary as to such securities intermediary or other Investment Property, or (as to such security entitlements or the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent Lender to such commodity intermediary, as the case may beCommodity Intermediary, in each case without further consent of any Grantor, Grantor or such nominee, or any other Person, or (ii) in the case of Financial Assets (as governed by Article 8 of the Uniform Commercial Code) or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Collateral Agent Lender to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral AgentLender, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent Lender agrees with each of the Grantors Grantor that the Collateral Agent Lender shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account Securities Account for which the Collateral Agent Lender is the securities intermediarySecurities Intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if any Grantor shall at any time hold or acquire any certificated securitiessecurities having an individual value in excess of $250,000 (or otherwise required to be delivered hereunder), such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any such securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s written request (as instructed by the Applicable Authorized Representative) and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary in a Securities Account that is not an Excluded AccountCommodity Intermediary, such Grantor shall immediately promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option (as instructed by the Applicable Authorized Representative), pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, as the case may be, to agree to comply with entitlement orders or other instructions Entitlement Orders from the Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlements securities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may beCommodity Intermediary, in each case without further consent of any Grantor, Grantor or such nominee, or any other Person, or (ii) in the case of Financial Assets (as governed by Article 8 of the New York UCC) or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors Grantor that the Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an a First Lien Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to (x) any Financial Assets credited to a securities account Securities Account for which the Collateral Agent is the securities intermediarySecurities Intermediary, (y) any payroll, withholding tax or other fiduciary account and/ or (z) any Securities Accounts that, together with any Deposit Accounts described in Section 3.04(b)(z) above, in the aggregate, have a principal balance of $1,000,000 or less.

Investment Property. Except (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 14 to the extent otherwise provided Perfection Certificate. The Collateral Agent has a first priority security interest in Article IIIeach such Securities Account and Commodity Account, if which security interest is perfected by Control. No Pledgor shall hereafter establish and maintain any Grantor Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (1) it shall at any time hold have given the Collateral Agent 30 days’ prior written notice of its intention to establish such new Securities Account or acquire any certificated securitiesCommodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Grantor Securities Intermediary or Commodity Intermediary shall promptly endorse, assign and deliver the same be reasonably acceptable to the Collateral Agent, accompanied by Agent and (3) such instruments of transfer Securities Intermediary or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Account, such Grantor shall immediately notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary or commodity intermediaryCommodity Intermediary, as the case may be, to agree to comply and such Pledgor shall have duly executed and delivered a Control Agreement with entitlement orders or other instructions from the Collateral Agent respect to such securities intermediary as to such security entitlements Securities Account or to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediaryCommodity Account, as the case may be, in each case without further consent of . Each Pledgor shall accept any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets or other cash and Investment Property held through a securities intermediary, arrange in trust for the benefit of the Collateral Agent and within three (3) Business Days of actual receipt thereof, deposit any and all cash and Investment Property (other than any Investment Property pledged pursuant to become the entitlement holder with respect clauses (ii)(1), (iii)(1) or (iii)(3) below) received by it into a Deposit Account or Securities Account subject to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property’s Control. The Collateral Agent agrees with each of the Grantors Pledgor that the Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuerissuer of uncertificated securities, securities intermediary Securities Intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorCommodity Intermediary, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph Section 3.4(c) shall not apply to any Financial Assets credited to a securities account Securities Account for which the Collateral Agent is the securities intermediarySecurities Intermediary. No Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent.

Investment Property. Except to If the extent otherwise provided in Article III, if any Grantor Debtor shall at any time hold or acquire any certificated securities, such Grantor the Debtor shall promptly forthwith endorse, assign and deliver the same to the Collateral AgentSecured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent Secured Party may from time to time specify. If any securities now or hereafter acquired by any Grantor the Debtor are uncertificated and are issued to such Grantor the Debtor or its nominee directly by the issuer thereof, such Grantor the Debtor shall promptly immediately notify the Collateral Agent Secured Party thereof and, at the Secured Party’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentSecured Party, either (ia) cause the issuer to agree to comply with instructions from the Collateral Agent Secured Party as to such securities, without further consent of any Grantor the Debtor or such nominee, or (iib) arrange for the Collateral Agent Secured Party to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor the Debtor are held by such Grantor the Debtor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor the Debtor shall immediately notify the Collateral Agent Secured Party thereof and, at the Secured Party’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentSecured Party, either (i) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent Secured Party to such securities intermediary as to such security entitlements securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent Secured Party to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, the Debtor or such nominee, or any other Person, or (ii) in the case of Financial Assets financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Collateral Agent Secured Party to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor Debtor being permitted, only with the consent of the Collateral AgentSecured Party, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Collateral Agent Secured Party agrees with each of the Grantors Debtor that the Collateral Agent Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorthe Debtor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rightsrights not otherwise permitted by the Loan Documents, would occur. The provisions of this paragraph shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Agent Secured Party is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, at the Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, nominee or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary in a Securities Account that is not an Excluded AccountCommodity Intermediary, such Grantor shall immediately promptly notify the Collateral Agent thereof and, at the Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, as the case may be, to agree to comply with entitlement orders or other instructions Entitlement Orders from the Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlements securities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may beCommodity Intermediary, in each case without further consent of any Grantor, Grantor or such nominee, or any other Person, nominee or (ii) in the case of Financial Assets (as governed by Article 8 of the New York UCC) or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors Grantor that the Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, rights would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except Borrower represents and warrants to Lender that Borrower does not own or hold, directly or indirectly, beneficially or as record owner or both, any investment property, as of the extent otherwise provided date hereof, or have any investment account, securities account, commodity account or other similar account with any bank or other financial institution or other securities intermediary or commodity intermediary as of the date hereof, in Article III, if each case except as set forth in Schedule 7.12 hereto. In the event that any Grantor Borrower shall be entitled to or shall at any time after the date hereof hold or acquire any certificated securities, such Grantor Borrower shall promptly endorse, assign and deliver the same to the Collateral AgentLender, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent Lender may from time to time specify. If any securities now owned or hereafter acquired by any Grantor Borrowers are uncertificated and are issued to such Grantor a Borrower or its nominee directly by the issuer thereof, such Grantor Borrower shall promptly immediately notify the Collateral Agent Lender thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agentshall as Lender may specify, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent Lender as to such securities, without further consent of any Grantor of Borrower or such nominee, or (ii) arrange for the Collateral Agent Lender to become the registered owner of the securities. If Borrower shall not, directly or indirectly, after the date hereof open, establish or maintain any securitiesinvestment account, whether certificated securities account, commodity account or uncertificated, or any other investment property now or hereafter acquired by similar account (other than a deposit account) with any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that unless each of the following conditions is not an Excluded Account, such Grantor shall immediately notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either satisfied (i) cause Lender shall have received not less than fifteen (15) Business Days prior written notice of the intention of Borrower to open or establish such account which notice shall specify in reasonable detail and specificity acceptable to Lender the name of the account, the owner of the account, the name and address of the securities intermediary or commodity intermediary at which such account is to be opened or established, the individual at such intermediary with whom Borrower are dealing and the purpose of the account and Lender shall have consented thereto in writing, (ii) the securities intermediary or commodity intermediary (as the case may be) where such account is opened or maintained shall be acceptable to Lender, and (iii) on or before the opening of such investment account, securities account or other similar account with a securities intermediary or commodity intermediary, such person shall as the case Lender may bespecify, either (A) execute and deliver, and cause to agree be executed and delivered to comply Lender, a Pledge Agreement and an Investment Property Control Agreement in form and substance satisfactory to Lender with entitlement orders or other instructions from the Collateral Agent to respect thereto duly authorized, executed and delivered by Borrower and such securities intermediary as to such security entitlements or to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, intermediary or (iiB) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent Lender to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, investment property on terms and conditions acceptable to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account for which the Collateral Agent is the securities intermediaryLender.

Investment Property. Except to the extent otherwise provided in Article IIIunder the Pledge Agreement, if any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities, such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities Securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly directed by the issuer thereof, such Grantor shall promptly immediately notify the Collateral Agent thereof and, at the Collateral Agent's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (ia) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securitiesSecurities, without further consent of any Grantor or such nominee, or (iib) arrange for the Collateral Agent to become the registered owner of the securitiesSecurities. If any securitiesSecurities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary in a Securities Account that is not an Excluded AccountCommodity Intermediary, such Grantor shall immediately notify the Collateral Agent thereof and, to the extent required by Section 5 hereof and at the Collateral Agent's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary Securities Intermediary or commodity intermediary, (as the case may be, ) Commodity Intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlements Securities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract Commodity Contract as directed by the Collateral Agent to such commodity intermediary, as the case may beCommodity Intermediary, in each case without further consent of any Grantor, Grantor or such nominee, or any other Person, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account Securities Account for which the Collateral Agent is the securities intermediarySecurities Intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIIf any Borrower shall, if any Grantor shall now or at any time hereafter, hold or acquire any certificated securities, such Grantor Borrower shall promptly forthwith endorse, assign and deliver the same to the Collateral AgentLender, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent Lender may from time to time specify. If any securities now or hereafter acquired by any Grantor Borrower are uncertificated and are issued to such Grantor Borrower or its nominee directly by the issuer thereof, such Grantor Borrower shall promptly promptly, but no later than three (3) Business Days after receipt thereof notify the Collateral Agent Lender thereof and, pursuant to an agreement in form at the Lender’s request and substance reasonably satisfactory to the Collateral Agentoption, either (i) cause the issuer to agree to comply enter into an Account Control Agreement or an agreement under Section 8-106 of the UCC whereby the issuer agrees with instructions from the Collateral Agent as to such securities, originated by Lender without further consent of by any Grantor or such nomineeBorrower, or (ii) pursuant to an agreement in form and substance satisfactory to the Lender, arrange for the Collateral Agent Lender to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor Borrower are held by such Grantor Borrower or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor Borrower shall immediately promptly, but no later than three (3) Business Days after receipt thereof notify the Collateral Agent Lender thereof and, at the Lender’s request and option, either (x) cause such securities intermediary or (as the case may be) commodity intermediary to enter into an Account Control Agreement, or (y) pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentLender, either (i) cause such securities intermediary or commodity intermediary, as the case may be, to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements or to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Collateral Agent Lender to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor such Borrower being permitted, only with the consent of the Collateral AgentLender, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occurproperty. The provisions of this paragraph shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Agent Lender is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Without limiting each Grantor’s obligations under Article IIIII, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall promptly endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Administrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent, either (i) cause the issuer to agree Exhibit K to comply with instructions from the Collateral Administrative Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Administrative Agent to become the registered owner of the securities; provided that the provisions of this sentence shall not apply to any Equity Interests in any Subsidiary that is not a Material Subsidiary or any securities the principal amount or value of which does not exceed US$500,000. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor shall immediately promptly notify the Collateral Administrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent, either (iA) use commercially reasonable efforts to cause such securities intermediary or commodity intermediary, as the case may be, to agree to comply with entitlement orders or other instructions from the Collateral Administrative Agent to such securities intermediary as to such security entitlements or to apply any value distributed on account of any commodity contract as directed by the Collateral Administrative Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, nominee or any other Person; provided that if any such securities intermediary or commodity intermediary, as the case may be, shall not reasonably promptly (and, in any event, within the time periods provided therefor in the Credit Agreement) so agree, such Grantor shall transfer and maintain such securities or such other investment property to and with such other securities intermediary or commodity intermediary, as the case may be, as shall agree to comply with such instructions, or (iiB) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Administrative Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Administrative Agent agrees with each of the Grantors that the Collateral Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default or a Cash Dominion Period has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occuroccur or the Administrative Agent is otherwise permitted to do so pursuant to the Credit Agreement. The provisions of this paragraph shall not apply to any Financial Assets or other Investment Property credited to a securities account for which the Collateral Agent is the securities intermediaryExcluded Securities Accounts.

Investment Property. Except to the extent otherwise provided in Article III, if any Grantor If Debtor shall at any time hold or acquire any certificated securitiessecurities in any Guarantor, such Grantor Debtor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor Debtor are uncertificated and are issued to such Grantor Debtor or its nominee directly by the issuer thereof, such Grantor Debtor shall promptly notify the Collateral Agent thereof and, at Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (ia) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor Debtor or such nominee, or (iib) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor Debtor are held by such Grantor Debtor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor Debtor shall immediately promptly notify the Collateral Agent thereof and, at Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, Debtor or such nominee, or any other Person, or (ii) in the case of Financial Assets financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor Debtor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Collateral Agent agrees with each of the Grantors Debtor that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorDebtor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rightsrights not otherwise permitted by the Loan Documents, would occur. Without the prior written consent of Lender, neither Borrower, Development, Client, Services nor Marketing shall (x) amend or cause to be amended the Guarantor Operating Documents of Services or Marketing to provide that the membership interests of Services or the partnership interests of Marketing are a security and are governed by Article 8 of the Uniform Commercial Code or (y) issue certificates evidencing the ownership of the membership or partnership interests of Services or Marketing, respectively. The provisions of this paragraph shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if If any Grantor shall shall, now or at any time hereafter, hold or acquire any certificated securitiessecurities that are not Excluded Property, such Grantor shall promptly forthwith endorse, assign and deliver the same to the Priority Lien Collateral Agent or, after the Discharge of Priority Lien Obligations, the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent such agent may from time to time specify. If any securities not constituting Excluded Property now or hereafter acquired by any Grantor are uncertificated and are issued to such any Grantor or its nominee directly by the issuer thereofthereof (other than in the case of a less than wholly-owned Subsidiary any securities of such Subsidiary if and to the extent permitted under the organizational documents of such Subsidiary), such Grantor shall promptly notify the Collateral Agent thereof andthereof, and at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) use reasonable commercial efforts to cause the issuer to agree to comply comply, without further consent of such Grantor or such nominee, at any time with instructions from the Priority Lien Collateral Agent or, after the Discharge of Priority Lien Obligations, the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property (in each case not constituting Excluded Property) now or hereafter acquired by the any Grantor are held by such any Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor shall immediately promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply comply, in each case without further consent of such Grantor or such nominee, at any time, with entitlement orders or other instructions from the Priority Lien Collateral Agent or, after the Discharge of Priority Lien Obligations, the Collateral Agent to such securities intermediary as to such security entitlements securities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Priority Lien Collateral Agent or, after the Discharge of Priority Lien Obligations, the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets financial assets or other Investment Property held through a securities intermediary, arrange for the Priority Lien Collateral Agent and, after the Discharge of Priority Lien Obligations, the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the such Grantor being permitted, only with the consent of the Priority Lien Collateral Agent or, after the Discharge of Priority Lien Obligations, the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph Section shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except to If the extent otherwise provided in Article III, if any Grantor Company shall at any time hold or acquire any certificated securitiesCertificated Securities, such Grantor the Company shall promptly forthwith endorse, assign and deliver the same to the Collateral AgentLenders, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent Lenders may from time to time specifyspecify while an Event of Default exists. If any securities now or hereafter acquired by any Grantor the Company are uncertificated and are issued to such Grantor the Company or its nominee directly by the issuer thereof, such Grantor the Company shall promptly immediately notify the Collateral Agent Lenders thereof and, at the Lenders’ request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentLenders, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent Lenders as to such securities, without further consent of any Grantor the Company or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor the Company are held by such Grantor the Company or its nominee through a securities intermediary Securities Intermediary or commodity intermediary in a Securities Account that is not an Excluded AccountCommodity Intermediary, such Grantor the Company shall immediately notify the Collateral Agent Lenders thereof and, at the Lenders’ request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentLenders, either (i) cause such securities intermediary Securities Intermediary or commodity intermediary, (as the case may be, ) Commodity Intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent Lenders to such Securities Intermediary as to such securities intermediary or other Investment Property, or (as to such security entitlements or the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent Lenders to such commodity intermediary, as the case may beCommodity Intermediary, in each case without further consent of any Grantor, the Company or such nominee, or any other Person, or (ii) in the case of Financial Assets financial assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Collateral Agent Lenders to become the entitlement holder with respect to such Investment Property, with the Grantor Company being permitted, only with the consent of the Collateral AgentLenders, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent Lenders agrees with each of the Grantors Company that the Collateral Agent Lenders shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorthe Company, unless an Event of Default has occurred and is continuing, or, exists (or would exist after giving effect to any such investment and withdrawal rights, would occuror withdrawal). The provisions of this paragraph shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Agent Lenders is the securities intermediarySecurities Intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if If any Grantor shall at any time hold or acquire any certificated securitiessecurities constituting Collateral, such Grantor shall promptly endorse, assign and deliver the same to the Collateral AgentAgent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specifyreasonably request. If any securities now or hereafter acquired by any Grantor and constituting Collateral are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such any Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor shall immediately notify the Collateral Agent thereof andshall, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, Grantor or such nominee, or any other Person, or (ii) in the case of Financial Assets financial assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Agent is the securities intermediary. Each Grantor agrees that it shall not grant “control” within the meaning of Section 9-106 of the UCC of any Collateral comprised of Securities Accounts or Securities Entitlements to any Person other than the Collateral Agent.

Investment Property. Except to the extent otherwise provided in Article III, if any Grantor If Borrower shall now or at any time hereafter hold or acquire any certificated securities, such Grantor Borrower shall promptly forthwith endorse, assign and deliver the same to the Collateral AgentLender, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent Lender may from time to time specify. If any securities now or hereafter acquired by any Grantor Borrower are uncertificated and are issued to such Grantor Borrower or its nominee directly by the issuer thereof, such Grantor Borrower shall promptly immediately notify the Collateral Agent Lender thereof and, at Lender's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentLender, either (ia) cause the issuer to agree to comply comply, without further consent of Borrower or such nominee, at any time with instructions from the Collateral Agent Lender as to such securities, without further consent of any Grantor or such nominee, or (iib) arrange for the Collateral Agent Lender to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor Borrower are held by such Grantor Borrower or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor Borrower shall immediately notify the Collateral Agent Lender thereof and, at Lender's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentLender, either (i) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply comply, in each case without further consent of Borrower or such nominee, at any time with entitlement orders or other instructions from the Collateral Agent Lender to such securities intermediary as to such security entitlements securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent Lender to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Collateral Agent Lender to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor Borrower being permitted, only with the consent of the Collateral AgentLender, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occurproperty. The provisions of this paragraph subsection shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Agent Lender is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIIf any Company shall, if any Grantor shall now or at any time hereafter, hold or acquire any certificated securities, such Grantor Company shall promptly forthwith endorse, assign and deliver the same to the Collateral Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Administrative Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor Company are uncertificated and are issued to such Grantor Company or its nominee directly by the issuer thereof, such Grantor Company shall promptly immediately notify the Collateral Administrative Agent thereof and, at the Administrative Agent's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent, either (ia) cause the issuer to agree to comply without further consent of such Company or such nominee, at any time with instructions from the Collateral Administrative Agent as to such securities, without further consent of any Grantor or such nominee, or (iib) arrange for the Collateral Administrative Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor Company are held by such Grantor Company or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor Company shall immediately notify the Collateral Administrative Agent thereof and, at the Administrative Agent's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent, either (i) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply comply, in each case without further consent of such Company or such nominee, at any time with entitlement orders or other instructions from the Collateral Administrative Agent to such securities intermediary as to such security entitlements securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Administrative Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Collateral Administrative Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor such Company being permitted, only with the consent of the Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occurproperty. The provisions of this paragraph shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Administrative Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if any Grantor shall at any time hold or acquire any certificated securitiessecurities included in Pledged Collateral or Article 9 Collateral, such Grantor shall promptly endorse, assign and deliver the same to the Collateral Agent, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities Exhibit F to Credit Agreement included in Pledged Collateral or Article 9 Collateral now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentAgent and such Grantor, either promptly (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property (in each case, included in Pledged Collateral or Article 9 Collateral) now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor shall immediately promptly notify the Collateral Agent thereof and, at the Collateral Agent’s reasonable request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either promptly (i) cause such securities intermediary or commodity intermediary, as the case may be, to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements or to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets or other Investment Property credited to a securities account accounts for which the Collateral Agent is the securities intermediary, unless otherwise reasonably requested by the Collateral Agent.

Investment Property. Except (i) As of the date hereof, no Pledgor has any Securities Accounts or Futures Accounts other than those listed in Schedule 14 to the extent otherwise provided Perfection Certificate. The Collateral Agent has a first priority security interest in Article IIIeach such Securities Account and Futures Account, if which security interest is perfected by Control. No Pledgor shall hereafter establish and maintain any Grantor Securities Account or Futures Account with any Securities Intermediary or Futures Intermediary unless (1) it shall at any time hold have given the Collateral Agent 30 days’ prior written notice of its intention to establish such new Securities Account or acquire any certificated securitiesFutures Account with such Securities Intermediary or Futures Intermediary, (2) such Grantor Securities Intermediary or Futures Intermediary shall promptly endorse, assign and deliver the same be reasonably acceptable to the Collateral Agent, accompanied by Agent and (3) such instruments of transfer Securities Intermediary or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Account, such Grantor shall immediately notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary or commodity intermediaryFutures Intermediary, as the case may be, to agree to comply and such Pledgor shall have duly executed and delivered a Control Agreement with entitlement orders or other instructions from the Collateral Agent respect to such securities intermediary as to such security entitlements Securities Account or to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediaryFutures Account, as the case may be. Each Pledgor shall accept any cash and Investment Property, in each case without further consent the aggregate for all Pledgors in excess of any Grantor$25,000, such nominee, or any other Person, or (ii) in trust for the case benefit of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property (other than any Investment Property pledged pursuant to become the entitlement holder with respect clauses (ii)(1), (iii)(1) or (iii)(3) below) received by it into a Deposit Account or Securities Account subject to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property’s Control. The Collateral Agent agrees with each of the Grantors Pledgor that the Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuerissuer of uncertificated securities, securities intermediary Securities Intermediary or commodity intermediaryFutures Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorsuch Pledgor, unless an Event of Default has occurred and is continuing, continuing or, after giving effect to any such investment and withdrawal rights, would occur. Each Pledgor agrees that once the Collateral Agent sends an instruction or notice to a Securities Intermediary or Futures Intermediary exercising its Control over any Securities Account and Futures Account such Pledgor shall not give any instructions or orders with respect to such Securities Account or Futures Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Futures Account. The provisions of this paragraph Section 3.4(c) shall not apply to any Financial Assets credited to a securities account Securities Account for which the Collateral Agent is the securities intermediarySecurities Intermediary. No Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent.

Investment Property. Except (i) As of the date hereof each Pledgor has no Securities Accounts or Commodity Accounts other than those listed in Schedule 14 annexed to the extent otherwise provided Perfection Certificate and the Collateral Agent has a perfected First Priority security interest in Article IIIsuch Securities Accounts and Commodity Accounts by Control. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (1) the applicable Pledgor shall have given the Collateral Agent prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, if any Grantor (2) such Securities Intermediary or Commodity Intermediary shall at any time hold or acquire any certificated securities, such Grantor shall promptly endorse, assign and deliver the same be reasonably acceptable to the Collateral Agent, accompanied by Agent and (3) such instruments of transfer Securities Intermediary or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Account, such Grantor shall immediately notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary or commodity intermediaryCommodity Intermediary, as the case may be, to agree to comply and such Pledgor shall have duly executed and delivered a Control Agreement with entitlement orders or other instructions from the Collateral Agent respect to such securities intermediary as to such security entitlements Securities Account or to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediaryCommodity Account, as the case may be, in each case without further consent of . Each Pledgor shall accept any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets or other cash and Investment Property held through a securities intermediary, arrange in trust for the benefit of the Collateral Agent and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment Property (other than any Investment Property pledged pursuant to become the entitlement holder with respect clauses (ii)(1), (iii)(1) or (iii)(3) below) received by it into a Deposit Account or Securities Account subject to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property's Control. The Collateral Agent agrees with each of the Grantors Pledgor that the Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuerissuer of uncertificated securities, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorsuch Pledgor, unless an Event of Default has occurred and is continuing, continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph Section 3.4(c) shall not apply to any Financial Assets credited to a securities account Securities Account for which the Collateral Agent is the securities intermediarySecurities Intermediary. No Pledgor shall grant control over any Investment Property to any person other than the Collateral Agent.

Investment Property. Except (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 14 to the extent otherwise provided Perfection Certificate. The Collateral Agent has a Second Priority security interest in Article IIIeach such Securities Account and Commodity Account, if which security interest is perfected by Control. No Pledgor shall hereafter establish and maintain any Grantor Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (1) it shall at have given the Collateral Agent 30 days prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Collateral Agent (it being understood that any time hold Securities Intermediary or acquire any certificated securities, such Grantor Commodity Intermediary deemed reasonably acceptable by the First Lien Collateral Agent shall promptly endorse, assign and deliver the same be deemed reasonably acceptable to the Collateral Agent, accompanied by ) and (3) such instruments of transfer Securities Intermediary or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Account, such Grantor shall immediately notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary or commodity intermediaryCommodity Intermediary, as the case may be, to agree to comply and such Pledgor shall have duly executed and delivered a Control Agreement with entitlement orders or other instructions from the Collateral Agent respect to such securities intermediary as to such security entitlements Securities Account or to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediaryCommodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property, in each case without further consent the aggregate for all Pledgors in excess of any Grantor$25,000, such nominee, or any other Person, or (ii) in trust for the case benefit of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property (other than any Investment Property pledged pursuant to become the entitlement holder with respect clauses (ii)(1), (iii)(1) or (iii)(3) below) received by it into a Deposit Account or Securities Account subject to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property’s Control. The Collateral Agent agrees with each of the Grantors Pledgor that the Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuerissuer of uncertificated securities, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorsuch Pledgor, unless an Event of Default has occurred and is continuing, continuing or, after giving effect to any such investment and withdrawal rights, would occur. Each Pledgor agrees that once the Collateral Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account such Pledgor shall not give any instructions or orders with respect to such Securities Account or Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Account. The provisions of this paragraph Section 3.4(c) shall not apply to any Financial Assets credited to a securities account Securities Account for which the Collateral Agent is the securities intermediarySecurities Intermediary. No Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent, the First Lien Collateral Agent or any holder of a Permitted Lien.

Investment Property. Except (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 14 to the extent otherwise provided Perfection Certificate. The Collateral Agent has a first priority security interest in Article IIIeach such Securities Account and Commodity Account, if which security interest is perfected by Control. No Pledgor shall hereafter establish and maintain any Grantor Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (1) it shall at any time hold have given the Collateral Agent 30 days prior written notice of its intention to establish such new Securities Account or acquire any certificated securitiesCommodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Grantor Securities Intermediary or Commodity Intermediary shall promptly endorse, assign and deliver the same be reasonably acceptable to the Collateral Agent, accompanied by Agent and (3) such instruments of transfer Securities Intermediary or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Account, such Grantor shall immediately notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary or commodity intermediaryCommodity Intermediary, as the case may be, to agree to comply and such Pledgor shall have duly executed and delivered a Control Agreement with entitlement orders or other instructions from the Collateral Agent respect to such securities intermediary as to such security entitlements Securities Account or to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediaryCommodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property, in each case without further consent the aggregate for all Pledgors in excess of any Grantor$25,000, such nominee, or any other Person, or (ii) in trust for the case benefit of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent and within one (1) Business Day of actual receipt thereof, deposit any and all cash and Investment Property (other than any Investment Property pledged pursuant to become the entitlement holder with respect clauses (ii)(1), (iii)(1) or (iii)(3) below) received by it into a Deposit Account or Securities Account subject to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property’s Control. The Collateral Agent agrees with each of the Grantors Pledgor that the Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuerissuer of uncertificated securities, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorsuch Pledgor, unless an Event of Default has occurred and is continuing, continuing or, after giving effect to any such investment and withdrawal rights, would occur. Each Pledgor agrees that once the Collateral Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account such Pledgor shall not give any instructions or orders with respect to such Securities Account or Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Account. The provisions of this paragraph Section 3.4(c) shall not apply to any Financial Assets credited to a securities account Securities Account for which the Collateral Agent is the securities intermediarySecurities Intermediary. No Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent.

Investment Property. Except to As of the extent otherwise provided in Article IIIdate of this Agreement, if Borrower is not the holder (beneficially or otherwise) of any Grantor certificated securities or any uncertificated securities. If Borrower shall at any time hold or acquire any certificated or uncertificated securities, such Grantor Borrower shall give the Collateral Agent immediate notice thereof and Borrower shall take or cause to be taken all actions necessary or desirable to perfect the security interest granted hereunder by control, in accordance with the UCC. With respect to any certificated security, Borrower shall promptly endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent Lender may from time to time specify. If any securities now or hereafter acquired by any Grantor Borrower are uncertificated and are issued to such Grantor Borrower or its nominee directly by the issuer thereof, such Grantor Borrower shall promptly immediately notify the Collateral Agent thereof and, at the Collateral Agent's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentLender, either (ia) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor Borrower or such nominee, or (iib) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor Borrower are held by such Grantor Borrower or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor Borrower shall immediately notify Lender thereof and, at the Collateral Agent thereof andAgent's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i1) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, Borrower or such nominee, or any other Person, or (ii2) in the case of Financial Assets financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Collateral Agent Lender to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor Borrower being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Collateral Agent Lender agrees with each of the Grantors Borrower that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing investment rights by any GrantorBorrower, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and or withdrawal rights, rights would occurresult in an Event of Default or Unmatured Default. The provisions of this paragraph Section shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Agent Lender is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if (a) If any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities (other than treasury stock of such Grantor), such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify, all of which thereafter shall be held by the Collateral Agent, pursuant to the terms of this Agreement, as part of the Collateral, provided that, until such time as the Revolving Obligations have been paid in full, delivery of such Collateral shall be to the Revolving Agent, as agent for the Collateral Agent. If any securities Securities now held or hereafter acquired by any Grantor are uncertificated Uncertificated Securities (other than treasury stock of such Grantor) and are issued to such Grantor or its nominee directly by the issuer Issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, subject to the Intercreditor Agreement, either (i) cause the issuer Issuer to agree to comply with instructions from the Collateral Agent as to such securitiesSecurities, without further consent of any such Grantor or such the nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securitiesSecurities. If any securitiesGrantor, whether certificated as registered holder of Investment Property, receives any stock certificate, option or uncertificatedright, or other investment property distribution, whether as an addition to, in substitution of, or in exchange for, such Investment Property, or otherwise, such Grantor agrees to accept the same in trust for the Collateral Agent and the Secured Parties and to forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify, to be held by the Collateral Agent as Collateral, provided that, until such time as the Revolving Obligations have been paid in full, delivery of such Collateral shall be to the Revolving Agent, as agent for the Collateral Agent. If any Securities, whether Certificated Securities or Uncertificated Securities, or other Investment Property now held or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary in a Securities Account that is not an Excluded AccountCommodity Intermediary, such Grantor shall immediately promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, subject to the Intercreditor Agreement, either (i) cause such securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, as the case may be, to agree to comply with entitlement orders Entitlement Orders or other instructions from the Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlements Securities or other Investment Property or, as the case may be, to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may beCommodity Intermediary, in each case without the further consent of any Grantor, such Grantor or such nominee, or any other Person, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIIII or IV, if any Grantor shall at any time hold or acquire any Material certificated securitiesSecurities, such Grantor shall promptly shall, to the extent that such certificated Securities are not required to be delivered to the Existing Secured Parties under the Existing Collateral Documents or to the “Administrative Agent” or the “Collateral Agent” under and as defined in any Existing Loan Documents, forthwith endorse, assign and deliver the same to the Collateral Administrative Agent, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Administrative Agent may from time to time specify. If any securities Securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly immediately notify the Collateral Administrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent, either (i) subject to any prior rights of the Existing Secured Parties under the Existing Collateral Documents or to the “Administrative Agent” or the “Collateral Agent” under and as defined in any Existing Loan Documents, cause the issuer to agree to comply with instructions from the Collateral Administrative Agent as to such securitiesSecurities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Administrative Agent to become the registered owner of the securitiesSecurities. If any securitiesSecurities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor shall immediately notify the Collateral Administrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, subject to any prior rights of the Existing Secured Parties under the Existing Collateral Documents or to the “Administrative Agent” or the “Collateral Agent” under and as defined in any Existing Loan Documents, either (i) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Administrative Agent to such securities intermediary as to such security entitlements entitlements, or to apply any value distributed on account of any commodity contract as directed by the Collateral Administrative Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, Grantor or such nominee, or any other Person, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Administrative Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Administrative Agent agrees with each of the Grantors that the Collateral Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorLoan Party, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, rights would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account for which the Collateral Administrative Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if If any Grantor shall at any time hold or acquire any certificated securitiesCapital Stock, such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral AgentAdministrative Agent for the benefit of the Lenders, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Administrative Agent may from time to time specifyreasonably request. If any securities Capital Stock now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Administrative Agent thereof and, at the Administrative Agent’s reasonable request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent, either (i) cause the issuer Issuer to agree to comply with instructions from the Collateral Administrative Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Administrative Agent to become the registered owner of the securities. If any securitiesCapital Stock, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor Investment Property are held by such any Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor shall immediately promptly notify the Collateral Administrative Agent thereof andand at the Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, Administrative Agent shall either (i) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Administrative Agent to such securities intermediary as to such security entitlements entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Administrative Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, Grantor or such nominee, or any other Person, or (ii) in the case of Financial Assets financial assets or other Investment Property held through a securities intermediary, arrange for the Collateral Administrative Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Administrative Agent agrees with each of the Grantors that the Collateral Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuerIssuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Administrative Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if If any Grantor shall at any time hold or acquire ------------------- any certificated securitiessecurities (other than any such certificated securities having an aggregate fair market value not in excess of $50,000 and held in the ordinary course of such Grantor's business), such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (ia) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (iib) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor shall immediately promptly notify the Collateral Agent thereof and, at the Collateral Agent's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, Grantor or such nominee, or any other Person, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, rights would occur. The provisions of this paragraph shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if If any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities (other than shares of its own capital stock), such Grantor shall promptly forthwith endorse, assign sign and deliver the same to the Collateral Agent, Secured Party accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent Secured Party may from time to time specify. If any securities security is now or hereafter acquired by any Grantor are uncertificated and are issued to such the Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly immediately notify the Collateral Agent Secured Party thereof andand at the Secured Party's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, Secured Party either (ia) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any such Grantor or such nominee, at any time with instructions from the Secured Party as to such Securities or (iib) arrange for the Collateral Agent Secured Party to become the registered owner of the securities. If any securitiesSecurities, whether certificated or uncertificated, uncertificated or other investment property Investment Property now or hereafter acquired by any the Grantor are held by such any Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary in a Securities Account that is not an Excluded AccountCommodity Intermediary, such the Grantor shall immediately notify the Collateral Agent Secured Party thereof andand at the Secured Party's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, Secured Party either (i) cause such securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, as the case may be, to agree to comply comply, in each case, without further consent of such Grantor or such nominee, at any time with entitlement orders Entitlement Orders or other instructions from the Collateral Agent Secured Party to such securities intermediary Securities Intermediary as to such security entitlements Securities or other Investment Property, or to apply any value distributed on account of any commodity contract Commodity Contract as directed by the Collateral Agent Secured Party to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, Commodity Intermediary or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Collateral Agent this Secured Party to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the such Grantor being permitted, only with the consent of the Collateral AgentSecured Party, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent Secured Party shall not give any such entitlement orders Entitlement Order or instructions or directions to any such issuerissuers, securities intermediary Securities Intermediary or commodity intermediary, Commodity Intermediary and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any the Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except (a) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or in respect of the Pledged Securities to the extent otherwise and only to the extent that such dividends, interest, principal and other distributions are not prohibited by the terms of the Credit Agreement; provided in Article IIIthat any noncash dividends, if any Grantor shall at any time hold interest, principal or acquire any certificated securities, such Grantor shall promptly endorse, assign and deliver the same other distributions that would constitute Pledged Securities required to be delivered to the Collateral AgentAgent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) under this Agreement, accompanied whether resulting from a subdivision, combination or reclassification of the outstanding Capital Stock of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall, subject to the terms of Section 5.10(d) of the Credit Agreement and Sections 3(b) and 8.17 hereof, (i) be and become part of the Collateral, and (ii) if received by such instruments any Grantor, shall be held in trust for the benefit of transfer or assignment duly executed in blank as the Collateral Agent may from time and shall be forthwith delivered to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to an agreement the ABL Intercreditor Agreement) in the same form and substance as so received (with any necessary endorsement reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Account, such Grantor shall immediately notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary or commodity intermediary, as the case may be, to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements or to apply any value distributed on account of any commodity contract as directed requested by the Collateral Agent to such commodity intermediary, (or the Term Collateral Agent (under and as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) defined in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent ABL Intercreditor Agreement) pursuant to the exercise of any withdrawal or dealing rights by any Grantor, unless an ABL Intercreditor Agreement)). So long as no Event of Default under Section 7.1(a) or 7.1(f) of the Credit Agreement has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account for which the Collateral Agent is (or the securities intermediaryTerm Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) shall, on terms to be agreed, deliver to each Grantor any Pledged Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such Pledged Securities not prohibited by the Credit Agreement.

Investment Property. Except to the extent otherwise provided in Article III, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent's request, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary in a Securities Account that is not an Excluded AccountCommodity Intermediary, such Grantor shall immediately promptly notify the Collateral Agent thereof and, at the Collateral Agent's request, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) Agent cause such securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, as the case may be, to agree to comply with entitlement orders or other instructions Entitlement Orders from the Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlements securities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may beCommodity Intermediary, in each case without further consent of any Grantor, Grantor or such nominee, or any other Person, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors Grantor that the Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall promptly notify the Collateral Agent thereof, and upon written request by the Collateral Agent, endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specifyblank. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to upon the Collateral Agent’s written request, use commercially reasonable efforts to either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities, in each case pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor (other than Permitted Investments) are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor shall immediately promptly notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to upon the Collateral Agent’s written request, use commercially reason able efforts to either (i) cause such securities intermediary or commodity intermediary, as the case may be, to agree to comply with entitlement orders or other instructions from the Collateral Agent to to, in the case of a securities entitlement, such securities intermediary as to such security entitlements or entitlement, or, in the case of a commodity contract, to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, Grantor or such nominee, or any other Personnominee upon the occurrence and during the continuance of an Event of Default, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property, in each case pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, an Event of Default would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if any Grantor Pledgor shall at any time hold or acquire any certificated securitiesCertificated Security constituting Pledged Collateral or Article 9 Collateral, such Grantor Pledgor shall promptly forthwith endorse, assign and deliver the same to the Collateral Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Administrative Agent may from time to time reasonably specify. If any securities security of a domestic issuer now owned or hereafter acquired by any Grantor are Pledgor is uncertificated and are is issued to such Grantor Pledgor or its nominee directly by the issuer thereof, such Grantor Pledgor shall promptly notify the Collateral Administrative Agent thereof andof such uncertificated securities and (i) upon the Administrative Agent’s reasonable request or (ii) upon the occurrence and during the continuance of an Event of Default, such Pledgor shall pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Administrative Agent as to such securitiessecurity, without further consent of any Grantor Pledgor or such nominee, or (ii) arrange for cause the Collateral issuer to register the Administrative Agent to become as the registered owner of the securitiessuch security. If any securitiessecurity or other Investment Property, whether certificated or uncertificated, or other investment property representing an Equity Interest in a third party and having a fair market value in excess of $5.0 million now or hereafter acquired by any Grantor are Pledgor is held by such Grantor Pledgor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor Pledgor shall immediately promptly notify the Collateral Administrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to an agreement a Control Agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent, either (iA) cause such securities intermediary or commodity intermediary, as applicable, to agree, in the case may beof a securities intermediary, to agree to comply with entitlement orders or other instructions from the Collateral Administrative Agent to such securities intermediary as to such security entitlements securities or other Investment Property or, in the case of a commodity intermediary, to apply any value distributed on account of any commodity contract as directed by the Collateral Administrative Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, Pledgor or such nominee, or any other Person, or (iiB) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Administrative Agent to become the entitlement holder with respect to such Investment Property, for the ratable benefit of the Secured Parties, with the Grantor such Pledgor being permitted, only with the consent of the Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Administrative Agent agrees with each of the Grantors Guarantors that the Collateral Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorPledgor, unless an Event of Default has occurred and is continuing, continuing or, after giving effect to any such investment and withdrawal or dealing rights, would occur. The provisions of this paragraph (b) shall not apply to any Financial Assets credited to a securities account Securities Account for which the Collateral Administrative Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIIf any Company shall, if any Grantor shall now or at any time hereafter, hold or acquire any certificated securities, such Grantor shall promptly Company shall, as soon as is reasonably practical, endorse, assign and deliver the same to the Collateral Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Administrative Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor Company are uncertificated and are issued to such Grantor Company or its nominee directly by the issuer thereof, such Grantor Company shall promptly immediately notify the Collateral Administrative Agent thereof and, at the Administrative Agent's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent, either (ia) cause the issuer to agree to comply without further consent of such Company or such nominee, at any time with instructions from the Collateral Administrative Agent as to such securities, without further consent of any Grantor or such nominee, or (iib) arrange for the Collateral Administrative Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor Company are held by such Grantor Company or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor Company shall immediately notify the Collateral Administrative Agent thereof and, at the Administrative Agent's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent, either (i) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply comply, in each case without further consent of such Company or such nominee, at any time with entitlement orders or other instructions from the Collateral Administrative Agent to such securities intermediary as to such security entitlements securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Administrative Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Collateral Administrative Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor such Company being permitted, only with the consent of the Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occurproperty. The provisions of this paragraph shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Administrative Agent is the securities intermediary.

Investment Property. Except with respect to the extent otherwise provided in Article IIIany Equity Interest issued by any Subsidiary, if any Grantor shall at any time hold or acquire any certificated securitiessecurities (other than any Excluded Investment Property) required to be pledged hereunder, such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral AgentSecurity Agent (or the Term Loan Agent or a designated bailee for purposes of perfection, in accordance with the Intercreditor Agreement), accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Security Agent may from time to time specify. If Except with respect to any Equity Interest issued by any Subsidiary, if any securities (other than any Excluded Investment Property) now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Security Agent thereof and, at the Security Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Security Agent, either (i) cause such securities to be certificated and comply with the requirements of the foregoing sentence, (ii) cause the issuer to agree to comply with instructions from the Collateral Security Agent (or the Term Loan Agent or Permitted Notes Agent or a designated bailee for purposes of perfection, in accordance with the Intercreditor Agreement) as to such securities, without further consent of any Grantor or such nominee, or (iiiii) arrange for the Collateral Security Agent (or the Term Loan Agent or a designated bailee for purposes of perfection, in accordance with the Intercreditor Agreement), to become the registered owner of the such securities. If any securitiesGrantor holds any Investment Property (other than any Excluded Investment Property), whether certificated or uncertificated, or other investment property Investment Property (other than any Excluded Investment Property) now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary in a Securities Account that is not an Excluded AccountCommodity Intermediary, such except with respect to any Equity Interest issued by any Subsidiary, Grantor shall immediately promptly notify the Collateral Security Agent thereof and, at the Security Agent’s request and option, pursuant to an agreement a Control Agreement (which Control Agreement may also be for the benefit of the Term Loan Agent or Permitted Notes Agent) in form and substance reasonably satisfactory to the Collateral Security Agent, either (i) cause such securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, as the case may be, to agree to comply with entitlement orders Entitlement Orders or other instructions Instructions from the Collateral Security Agent (or the Term Loan Agent or Permitted Notes Agent or a designated bailee for purposes of perfection, in accordance with the Intercreditor Agreement) to such securities intermediary Securities Intermediary as to such security entitlements Security Entitlements or to apply any value distributed on account of any commodity contract Commodity Contract as directed by the Collateral Security Agent (or the Term Loan Agent or Permitted Notes Agent or a designated bailee for purposes of perfection, in accordance with the Intercreditor Agreement) to such commodity intermediaryCommodity Intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets or other Investment Property (other than any Excluded Investment Property) held through a securities intermediarySecurities Intermediary, arrange for the Collateral Security Agent (or the Term Loan Agent or a designated bailee for purposes of perfection, in accordance with the Intercreditor Agreement) to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Security Agent, to exercise rights to withdraw or otherwise deal with such Investment Property; provided that so long as no Dominion Period then exists no Control Agreement shall be required to be entered into pursuant to this Section 4.04(c) until the later of (A) the date that is 60 days after the Funding Date (or such later date as agreed in writing by the Administrative Agent in its sole discretion, or, with respect to any extension of the period for compliance with this paragraph beyond 90 days from the date that is 60 days after the Funding Date, as agreed in writing by the Co-Collateral Agents in their sole discretion) and (B) in the case of Securities Accounts and Commodities Accounts opened after the Funding Date, at the time of the establishment of the respective Securities Accounts or Commodities Accounts, as the case may be (or such later date as agreed in writing by the Administrative Agent in its sole discretion). The Collateral Security Agent agrees with each of the Grantors that the Collateral Security Agent (or the Term Loan Agent or Permitted Notes Agent or a designated bailee for purposes of perfection, in accordance with the Intercreditor Agreement) shall not give any such entitlement orders Entitlement Orders or instructions Instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not exercise dominion and control over, or withhold its consent to to, the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default or Dominion Period has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if If any Grantor Pledgor shall at any time hold or acquire any certificated securitiessecurities constituting Investment Property, such Grantor Pledgor shall promptly promptly, and in any event within ten Business Days of acquiring such security (or such later date as may be agreed to in writing by the Collateral Agent in its sole discretion), (i) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as blank, all in form and substance reasonably satisfactory to the Collateral Agent may from time or (ii) deliver such securities into a Securities Account with respect to time specifywhich a Securities Account Control Agreement is in effect in favor of the Collateral Agent. If any securities now or hereafter acquired by any Grantor Pledgor constituting Investment Property are uncertificated and are issued to such Grantor Pledgor or its nominee directly by the issuer thereof, such Grantor Pledgor shall promptly promptly, and in any event within ten Business Days of acquiring such security (or such later date as may be agreed to in writing by the Collateral Agent in its sole discretion), notify the Collateral Agent thereof and, and pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with Entitlement Orders or other instructions from the Collateral Agent as to such securities, without further consent of any Grantor Pledgor or such nominee, (ii) cause a Security Entitlement with respect to such uncertificated security to be held in a Securities Account with respect to which the Collateral Agent has Control or (iiiii) arrange for the Collateral Agent to become the registered owner of the securities. If The Pledgors shall not hereafter establish and maintain any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Account, such Grantor or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (1) the applicable Pledgor shall immediately notify have given the Collateral Agent thereof andat least 30 days’ (or such shorter period as may be agreed to in writing by the Collateral Agent in its sole discretion) prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, pursuant to an agreement in form and substance (2) such Securities Intermediary or Commodity Intermediary shall be reasonably satisfactory acceptable to the Collateral Agent, either Agent and (i3) cause such securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, as the case may be, to agree to comply and such Pledgor shall have duly executed and delivered a Control Agreement with entitlement orders or other instructions from the Collateral Agent respect to such securities intermediary as to such security entitlements Securities Account or to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediaryCommodity Account, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuerissuer of uncertificated securities, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorsuch Pledgor, unless an Event of Default has occurred and is continuing, continuing or, after giving effect to any such investment and withdrawal or dealing rights, would occur. The provisions of this paragraph Section 3.4(d) shall not apply to any Financial Assets credited to a securities account Securities Account for which the Collateral Agent is the securities intermediarySecurities Intermediary. No Pledgor shall grant Control over any Investment Property to any Person other than the Collateral Agent, and each Pledgor shall promptly (and in any event within ten Business Days) notify the Collateral Agent if any issuer of Pledged Interests takes any action to have any Pledged Interests issued by it treated as Securities under Article 8 of the UCC and such Pledgor shall take all steps deemed necessary, advisable or prudent by the Collateral Agent in order to grant Control of such Pledged Interests in favor of the Collateral Agent. As between the Collateral Agent and the Pledgors, the Pledgors shall bear the investment risk with respect to the Investment Property and Pledged Securities, and the risk of loss of, damage to, or the destruction of the Investment Property and Pledged Securities, whether in the possession of, or maintained as a security entitlement or deposit by, or subject to the control of, the Collateral Agent, a Securities Intermediary, Commodity Intermediary, any Pledgor or any other Person; provided, however, that nothing contained in this Section 3.4(d) shall release or relieve any Securities Intermediary or Commodity Intermediary of its duties and obligations to the Pledgors or any other Person under any Control Agreement or under applicable Legal Requirements. Each Pledgor shall promptly pay all Charges and fees of whatever kind or nature with respect to the Investment Property and Pledged Securities pledged by it under this Agreement. In the event any Pledgor shall fail to make such payment contemplated in the immediately preceding sentence, the Collateral Agent may do so for the account of such Pledgor and the Pledgors shall promptly reimburse and indemnify the Collateral Agent in accordance with Section 10.03 of Credit Agreement from all costs and expenses incurred by the Collateral Agent under this Section 3.4(d).

Investment Property. Except to the extent otherwise provided in Article III, if any Grantor shall at any time hold or acquire any certificated securitiessecurities having an individual value in excess of $250,000 (or otherwise required to be delivered hereunder), such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any such securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s written request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary in a Securities Account that is not an Excluded AccountCommodity Intermediary, such Grantor shall immediately promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, as the case may be, to agree to comply with entitlement orders or other instructions Entitlement Orders from the Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlements securities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may beCommodity Intermediary, in each case without further consent of any Grantor, Grantor or such nominee, or any other Person, or (ii) in the case of Financial Assets (as governed by Article 8 of the New York UCC) or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors Grantor that the Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any (x) Financial Assets credited to a securities account Securities Account for which the Collateral Agent is the securities intermediarySecurities Intermediary, (y) any payroll, withholding tax or other fiduciary account and/or (z) any Securities Accounts that, together with any Deposit Accounts described in Section 4.04(b)(z) above, in the aggregate, have a principal balance of $250,000 or less.

Investment Property. Except to the extent otherwise provided in Article III, if If any Grantor shall shall, now or at any time hereafter, hold or acquire any certificated securitiessecurities not constituting Excluded Property, such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Administrative Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly immediately notify the Collateral Administrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent, either (ia) cause the issuer to agree to comply without further consent of such Grantor or such nominee, at any time with instructions from the Collateral Administrative Agent as to such securities, without further consent of any Grantor or such nominee, or (iib) arrange for the Collateral Administrative Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor shall immediately notify the Collateral Administrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent, either (i) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply comply, in each case without further consent of such Grantor or such nominee, at any time with entitlement orders or other instructions from the Collateral Administrative Agent to such securities intermediary as to such security entitlements securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Administrative Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Collateral Administrative Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the such Grantor being permitted, only with the consent of the Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Collateral Administrative Agent agrees with each of the Grantors Grantor that the Collateral Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any such Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rightsrights not otherwise permitted by the Loan Documents, would occur. The provisions of this paragraph shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Administrative Agent is the securities intermediary. The provisions of this Section 4.9 shall be subject to the Intercreditor Agreement.

Investment Property. Except to If the extent otherwise provided in Article IIICompany shall, if any Grantor shall now or at any time hereafter, hold or acquire any certificated securities, such Grantor the Company shall promptly endorse, assign and deliver the same to the Collateral AgentLender, accompanied by such instruments of transfer transfer, endorsement or assignment duly executed in blank as the Collateral Agent Lender may from time to time specify. If any securities now or hereafter acquired by any Grantor the Company are uncertificated and are issued to such Grantor the Company or its nominee directly by the issuer thereof, such Grantor the Company shall promptly immediately notify the Collateral Agent Lender thereof and, at the Lender's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentLender, either (ia) cause the issuer to agree to comply without further consent of the Company or such nominee, at any time with instructions from the Collateral Agent Lender as to such securities, without further consent of any Grantor or such nominee, or (iib) arrange for the Collateral Agent Lender to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor the Company are held by such Grantor the Company or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor the Company shall immediately promptly notify the Collateral Agent Lender thereof and, at the Lender's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentLender, either (i) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply comply, in each case without further consent of the Company or such nominee, at any time with entitlement orders or other instructions from the Collateral Agent Lender to such securities intermediary as to such security entitlements securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent Lender to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Collateral Agent Lender to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor Company being permitted, only with the consent of the Collateral AgentLender, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occurproperty. The provisions of this paragraph shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Agent Lender is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if any Grantor shall at any time hold or acquire any certificated securitiesPledged Intercompany Notes, such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If With respect to any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereofGrantor, such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor shall immediately promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, Grantor or such nominee, or any other Person, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The requirements set forth in the two immediately preceding sentences shall not apply to securities acquired or held by the Grantors which have an individual value of $300,000 or less or which, in the aggregate, have a value of $3,000,000 or less. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, rights would occur. The provisions of this paragraph shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall promptly endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly immediately notify the Collateral Agent thereof and, at the Collateral Agent's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor shall immediately notify the Collateral Agent thereof and, at the Collateral Agent's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, Grantor or such nominee, or any other Person, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, rights would occur. The provisions of this paragraph shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except Each Grantor acknowledges and agrees that Collateral Agent may elect, with respect to the extent otherwise provided offer or sale of any or all of the Collateral constituting Investment Property or Securities, to conduct such offer and sale in Article IIIsuch a manner as to avoid the need for registration or qualification of the Collateral or the offer and sale thereof under any federal or state securities laws and that Collateral Agent is authorized to comply with any limitation or restriction in connection with such sale as counsel may advise Collateral Agent is necessary in order to avoid any violation of applicable law or avoid obtaining approval of the sale or of the purchaser by any Governmental Body, if including, without limitation, compliance with such procedures as may restrict the number of prospective bidders and purchasers, requiring that such prospective bidders and purchasers have certain qualifications, and restricting such prospective bidders and purchasers to Persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral. Each Grantor further acknowledges and agrees that any such transaction may be at prices and on terms less favorable than those which may be obtained through a public sale and not subject to such restrictions and agrees that, notwithstanding the foregoing, Collateral Agent is under no obligation to conduct any such public sale and may elect to impose any or all of the foregoing restrictions, or any other restrictions which may be necessary or desirable in order to avoid any such registration or qualification, at its sole discretion or with the consent or direction of the parties entitled to give direction pursuant to the Indenture. Notwithstanding the foregoing, each Grantor shall shall, upon the occurrence and during the continuance of any Event of Default, at any time hold or acquire any certificated securities, such Grantor shall promptly endorse, assign and deliver the same to reasonable request of the Collateral Agent, accompanied for the benefit of the Collateral Agent, cause any registration, qualification under or compliance with any Federal or state securities law or laws to be effected with respect to all or any part of the Collateral constituting Investment Property or Securities Collateral as soon as practicable and at the sole cost and expense of the Grantors. Each Grantor will use its commercially reasonable efforts to cause such registration to be effected (and be kept effective) and will use its commercially reasonable efforts to cause such qualification and compliance to be effected (and be kept effective) as may be so requested and as would permit or facilitate the sale and distribution of such Collateral constituting Investment Property or Securities Collateral including, without limitation, registration under the Securities Act (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with all other requirements of any Governmental Authority. Each Grantor shall use its commercially reasonable efforts to cause the Collateral Agent to be kept advised in writing as to the progress of each such registration, qualification or compliance and as to the completion thereof, shall furnish to the Collateral Agent such number of prospectuses, offering circulars or other documents incident thereto as the Collateral Agent from time to time may request, and shall indemnify and shall cause the issuer of the Collateral constituting Investment Property or Securities Collateral to indemnify the Collateral Agent and all others participating in the distribution of such Securities Collateral against all claims, losses, damages and liabilities caused by any untrue statement (or alleged untrue statement) of a material fact contained therein (or in any related registration statement, notification or the like) or by any omission (or alleged omission) to state therein (or in any related registration statement, notification or the like) a material fact required to be stated therein or necessary to make the statements therein not misleading. If the Collateral Agent determines to exercise its right to sell any or all of the Collateral constituting Investment Property or Securities Collateral, upon written request, the applicable Grantor shall from time to time furnish to the Collateral Agent all such instruments of transfer or assignment duly executed in blank information as the Collateral Agent may request in order to determine the number of securities included in the Collateral constituting Investment Property or Securities Collateral which may be sold by the Collateral Agent as exempt transactions under the Securities Act and the rules of the Securities and Exchange Commission thereunder, as the same are from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Account, such Grantor shall immediately notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary or commodity intermediary, as the case may be, to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements or to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account for which the Collateral Agent is the securities intermediary.effect

Investment Property. Except to the extent otherwise provided in Article III, if any Grantor Pledgor shall at any time hold or acquire any certificated securitiesCertificated Security constituting Pledged Collateral or Article 9 Collateral, such Grantor Pledgor shall promptly forthwith endorse, assign and deliver the same to the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), accompanied by such instruments of transfer or assignment duly executed in blank as the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent Agent) may from time to time reasonably specify. If any securities security of a domestic issuer now owned or hereafter acquired by any Grantor are Pledgor is uncertificated and are is issued to such Grantor Pledgor or its nominee directly by the issuer thereof, such Grantor Pledgor shall promptly notify the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent thereof andAgent) of such uncertificated securities and (i) upon the Intercreditor Agent’s (or, if the First-Lien Termination Date has occurred, the Collateral Agent’s) reasonable request or (ii) upon the occurrence and during the continuance of an Event of Default, such Pledgor shall pursuant to an agreement in form and substance reasonably satisfactory to the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), either (ix) cause the issuer thereof to execute and deliver to the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) an issuer acknowledgement in respect of such uncertificated securities in the form of Exhibit II hereto or (y) cause the issuer to agree to comply with instructions from register the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent Agent) as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securitiessuch security. If any securitiessecurity or other Investment Property, whether certificated or uncertificated, or other investment property representing an Equity Interest in a third party and having a fair market value in excess of $5.0 million now or hereafter acquired by any Grantor are Pledgor is held by such Grantor Pledgor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor Pledgor shall immediately promptly notify the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent Agent) thereof and, at the Intercreditor Agent’s (or, if the First-Lien Termination Date has occurred, the Collateral Agent’s) request and option, pursuant to an agreement a Control Agreement in form and substance reasonably satisfactory to the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), either (iA) cause such securities intermediary or commodity intermediary, as applicable, to agree, in the case may beof a securities intermediary, to agree to comply with entitlement orders or other instructions from the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent Agent) to such securities intermediary as to such security entitlements securities or other Investment Property or, in the case of a commodity intermediary, to apply any value distributed on account of any commodity contract as directed by the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent Agent) to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, Pledgor or such nominee, or any other Person, or (iiB) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent Agent) to become the entitlement holder with respect to such Investment Property, for the ratable benefit of the Secured Parties, with the Grantor such Pledgor being permitted, only with the consent of the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), to exercise rights to withdraw or otherwise deal with such Investment Property. The Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent Agent) agrees with each of the Grantors Pledgors that the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent Agent) shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorPledgor, unless an Event of Default has occurred and is continuing, continuing or, after giving effect to any such investment and withdrawal or dealing rights, would occur. The provisions of this paragraph (b) shall not apply to any Financial Assets credited to a securities account Securities Account for which the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent Agent) is the securities intermediary.

Investment Property. Except to If the extent otherwise provided in Article III, if any Grantor Debtor shall at any time hold or acquire any certificated securities, such Grantor the Debtor shall promptly forthwith endorse, assign and deliver the same to the Collateral Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Administrative Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor the Debtor are uncertificated and are issued to such Grantor the Debtor or its nominee directly by the issuer thereof, such Grantor the Debtor shall promptly immediately notify the Collateral Administrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Administrative Agent as to such securities, without further consent of any Grantor the Debtor or such nominee, or (ii) arrange for the Collateral Administrative Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor the Debtor are held by such Grantor the Debtor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor the Debtor shall immediately notify the Collateral Administrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent, either (iA) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Administrative Agent to such securities intermediary as to such security entitlements securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Administrative Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, the Debtor or such nominee, or any other Person, nominee or (iiB) in the case of Financial Assets financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Collateral Administrative Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor Debtor being permitted, only with the consent of the Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occurproperty. The provisions of this paragraph Section 2.03(c) shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Administrative Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if (a) If any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities (other than treasury stock of such Grantor), such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify, all of which thereafter shall be held by the Collateral Agent, pursuant to the terms of this Agreement, as part of the Collateral. If any securities Securities now held or hereafter acquired by any Grantor are uncertificated Uncertificated Securities (other than treasury stock of such Grantor) and are issued to such Grantor or its nominee directly by the issuer Issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer Issuer to agree to comply with instructions from the Collateral Agent as to such securitiesSecurities, without further consent of any such Grantor or such the nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securitiesSecurities. If any securitiesGrantor, whether certificated as registered holder of Investment Property, receives any stock certificate, option or uncertificatedright, or other investment property distribution, whether as an addition to, in substitution of, or in exchange for, such Investment Property, or otherwise, such Grantor agrees to accept the same in trust for the Collateral Agent and the Secured Parties and to forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify, to be held by the Collateral Agent as Collateral. If any Securities, whether Certificated Securities or Uncertificated Securities, or other Investment Property now held or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary in a Securities Account that is not an Excluded AccountCommodity Intermediary, such Grantor shall immediately promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, as the case may be, to agree to comply with entitlement orders Entitlement Orders or other instructions from the Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlements Securities or other Investment Property or, as the case may be, to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may beCommodity Intermediary, in each case without the further consent of any Grantor, such Grantor or such nominee, or any other Person, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall promptly endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner As of the securitiesdate hereof, no Grantor (1) has any Securities Accounts or Commodity Accounts, (2) holds, owns or has any interest in any certificated securities or uncertificated securities other than those constituting Pledged Securities. If No Grantor shall hereafter establish or maintain any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (A) the applicable Grantor shall have given the Purchaser ten (10) Business Days prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (B) such Securities Intermediary or Commodity Intermediary shall be acceptable to the Purchaser and (C) unless the Purchaser agrees in writing that it is not an Excluded Accountrequired, such Grantor shall immediately notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, as the case may be, to agree to comply and such Grantor shall have duly executed and delivered a Control Agreement with entitlement orders or other instructions from the Collateral Agent respect to such securities intermediary as to such security entitlements Securities Account or to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediaryCommodity Account, as the case may be. Each Grantor shall accept any cash and Investment Property in trust for the benefit of the Purchaser and within five (5) Business Days of actual receipt thereof, in each case without further consent of deposit any Grantorand all cash and Investment Property (other than any Investment Property pledged pursuant to clauses (ii)(1), such nominee, or any other Person, (iii)(1) or (iiiii)(3) in below) received by it into a Deposit Account or Securities Account subject to the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment PropertyPurchaser’s Control. The Collateral Agent Purchaser agrees with each of the Grantors Grantor that the Collateral Agent Purchaser shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuerissuer of uncertificated securities, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any such Grantor, unless an Event of Default has occurred and is continuing, continuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph No Grantor shall not apply grant Control over any Investment Property to any Financial Assets credited to a securities account for which Person other than the Collateral Agent is the securities intermediaryPurchaser.

Investment Property. Except to the extent otherwise provided in Article III, if If any Grantor Debtor shall at any time hold or acquire any certificated securitiessecurities constituting Collateral, such Grantor Debtor shall promptly forthwith endorse, assign and deliver the same to the Collateral AgentLender, to be held as Collateral, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent Lender may from time to time specify. If any securities now or hereafter acquired by any Grantor Debtor constituting Collateral are uncertificated and are issued to such Grantor Debtor or its nominee directly by the issuer Issuer thereof, such Grantor Debtor shall promptly notify the Collateral Agent Lender thereof and, at Lender’s request (i) certificate such securities and deliver such certificates to Lender or (ii) pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentLender, either (i) cause the issuer Issuer to agree to comply with instructions from the Collateral Agent Xxxxxx as to such securitiessecurities upon the occurrence and during the continuance of a Default, without further consent of any Grantor such Debtor or such nominee. If at any time any Debtor owns any uncertificated Equity Interests in any of the Issuers which become certificated, or (ii) arrange for such Debtor shall promptly deliver such certificates along with blank transfer powers to Lender. No Debtor shall take any action that would allow any Pledged Securities which are not currently classified as a “security” under Article 8 of the Collateral Agent Code to become the registered owner classified as a “security” under Article 8 of the securitiesCode. If any securitiessecurities constituting Collateral, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor Debtor are held by such Grantor Debtor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor Debtor shall immediately notify the Collateral Agent Lender thereof and, at Lender’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentLender, either (i) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent Lender to such securities intermediary as to such security entitlements securities or other investment property upon the occurrence and during the continuance of a Default, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent Xxxxxx to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such Debtor or such nominee, or any other Person, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Agent Lender is the securities intermediary. In the event that any Pledged Securities are not listed on Schedule II hereto, the Debtors shall update and supplement Schedule II to reflect such Pledged Securities.

Investment Property. Except to the extent otherwise provided in Article III, if If any Grantor shall shall, now or at any time hereafter, hold or acquire any certificated securities, such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly immediately notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (ia) cause the issuer to agree to comply without further consent of such Grantor or such nominee, at any time with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (iib) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor shall immediately notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary or commodity intermediary, (as the case may be, ) commodity intermediary to agree to comply comply, in each case without further consent of such Grantor or such nominee, at any time with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the such Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rightsrights not otherwise permitted by the Loan Documents, would occur. The provisions of this paragraph shall not apply to any Financial Assets financial assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. As of the, date hereof it has neither opened nor maintains any Investment Property other than that listed in Section 8 of the Perfection Certificate. Except to the extent otherwise provided in Article III, if any Grantor shall at any time hold or acquire any certificated securitiessecurities with a value greater than (i) individually, $250,000 or (ii) in the aggregate, $500,000, such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentAgent and Required Lenders, either (i) cause the issuer to agree to that it will comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary in a Securities Account that is not an Excluded AccountCommodity Intermediary, such Grantor shall immediately promptly notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably satisfactory to at the Collateral Agent, either (i) cause ’s request and option such securities intermediary Grantor shall obtain a Securities Account Control Agreement or commodity intermediaryCommodities Account Control Agreement from each Securities Intermediary or Commodity Intermediary, as the case may be, to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements or to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyapplicable. The Collateral Agent agrees with each of the Grantors Grantor that the Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary pursuant to such Securities Account Control Agreement or Commodities Account Control Agreement, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and any withdrawal rights, rights would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account Securities Account for which the Collateral Agent is the securities intermediarySecurities Intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall promptly forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary in a Securities Account that is not an Excluded AccountCommodity Intermediary, such Grantor shall immediately promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, as the case may be, to agree to comply with entitlement orders or other instructions Entitlement Orders from the Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlements securities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, as the case may beCommodity Intermediary, in each case without further consent of any Grantor, Grantor or such nominee, or any other Person, or (ii) in the case of Financial Assets (as governed by Article 8 of the New York UCC) or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors Grantor that the Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, rights would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account Securities Account for which the Collateral Agent is the securities intermediarySecurities Intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if If any Grantor shall at any time hold or acquire any certificated securities, such the Grantor shall promptly forthwith endorse, assign pledge and deliver the same to the Collateral AgentSecured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent Secured Party may from time to time specify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such the Grantor or its nominee directly by the issuer thereof, such the Grantor shall promptly immediately notify the Collateral Agent Secured Party thereof and, at the Secured Party’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentSecured Party, either (ia) cause the issuer to agree to comply with instructions from the Collateral Agent Secured Party as to such securities, without further consent of any the Grantor or such nominee, or (iib) arrange for the Collateral Agent Secured Party to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such the Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such the Grantor shall immediately notify give written notice to the Collateral Agent Secured Party thereof and, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral AgentSecured Party, either (i) cause such securities intermediary or commodity intermediary, intermediary (as the case may be, ) to agree to comply with entitlement orders or other instructions from the Collateral Agent Secured Party to such securities intermediary as to such security entitlements securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent Secured Party to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, the Grantor or such nominee, or any other Person, or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent Secured Party agrees with each of the Grantors that the Collateral Agent Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorthe Grantors, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rightsrights not otherwise permitted by the Note Documents, would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article III, if any Grantor Pledgor shall at any time hold or acquire any certificated securitiesCertificated Security, such Grantor Pledgor shall promptly forthwith endorse, assign and deliver the same to the First Lien Agent (or if the First Lien Termination Date has occurred, the Collateral Agent), accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specifyblank. If any securities security of a domestic issuer now owned or hereafter acquired by any Grantor are Pledgor is uncertificated and are is issued to such Grantor Pledgor or its nominee directly by the issuer thereof, such Grantor Pledgor shall promptly notify the First Lien Agent and the Collateral Agent thereof andin writing of such uncertificated securities and (i) upon the First Lien Agent’s (or if the First Lien Termination Date has occurred, the Collateral Agent’s) reasonable request or (ii) upon the occurrence and during the continuance of an Event of Default, such Pledgor shall, pursuant to an agreement in form and substance reasonably satisfactory to the First Lien Agent (or if the First Lien Termination Date has occurred, the Collateral Agent), either (ix) cause the issuer to agree to comply with instructions from the First Lien Agent (or if the First Lien Termination Date has occurred, the Collateral Agent Agent) as to such securitiessecurity, without further consent of any Grantor Pledgor or such nominee, or (iiy) arrange for cause the issuer to register the First Lien Agent (or if the First Lien Termination Date has occurred, the Collateral Agent to become Agent) as the registered owner of the securitiessuch security. If any securitiessecurity or other Investment Property, whether certificated or uncertificated, or other investment property representing an Equity Interest in a third party and having a fair market value in excess of $1.0 million now or hereafter acquired by any Grantor are Pledgor is held by such Grantor Pledgor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Accountintermediary, such Grantor Pledgor shall immediately promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement a Control Agreement in form and substance reasonably satisfactory to the First Lien Agent (or if the First Lien Termination Date has occurred, the Collateral Agent), either (iA) cause such securities intermediary or commodity intermediary, as applicable, to agree, in the case may beof a securities intermediary, to agree to comply with entitlement orders or other instructions from the First Lien Agent (or if the First Lien Termination Date has occurred, the Collateral Agent Agent) to such securities intermediary as to such security entitlements securities or other Investment Property or, in the case of a commodity intermediary, to apply any value distributed on account of any commodity contract as directed by the First Lien Agent (or if the First Lien Termination Date has occurred, the Collateral Agent Agent) to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, Pledgor or such nominee, or any other Person, or (iiB) in the case of Financial Assets financial assets or other Investment Property held through a securities intermediary, arrange for the First Lien Agent (or if the First Lien Termination Date has occurred, the Collateral Agent Agent) to become the entitlement holder with respect to such Investment Property, for the ratable benefit of the Secured Parties, with the Grantor such Pledgor being permitted, only with the consent of the First Lien Agent (or if the First Lien Termination Date has occurred, the Collateral Agent), to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors Pledgors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorPledgor, unless the First Lien Termination Date has occurred and an Event of Default has occurred and is continuing, continuing or, after giving effect to any such investment and withdrawal or dealing rights, would occur. The provisions of this paragraph (b) shall not apply to any Financial Assets financial assets credited to a securities account Securities Account for which the First Lien Agent (or if the First Lien Termination Date has occurred, the Collateral Agent Agent) is the securities intermediary.

Investment Property. Except to (i) Each Grantor hereby represents and warrants that (1) it has neither opened nor maintains any Securities Accounts or Commodity Accounts other than those listed in Schedule 16 of the extent otherwise provided Perfection Certificate and the Collateral Agent has a perfected first priority security interest in Article IIIsuch Securities Accounts and Commodity Accounts by Control and (2) it does not hold, if own or have any interest in any certificated securities or uncertificated securities other than those constituting Securities Collateral under the Pledge Agreement and those maintained in Securities Accounts or Commodity Accounts listed in Schedule 16 of the Perfection Certificate. If any Grantor shall at any time hold or acquire any certificated securitiessecurities constituting Investment Property valued in excess of $500,000 that are not Pledged Securities under the Pledge Agreement, such Grantor shall promptly immediately endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as blank, all in form and substance reasonably satisfactory to the Collateral Agent may from time Agent; provided that in no event shall such Grantor be required to time specifypledge more than 65% of the voting stock of any non-U.S. Subsidiary. If any securities now or hereafter acquired by any Grantor constituting Investment Property that are uncertificated and not Pledged Securities are issued to such Grantor or its nominee directly by the issuer thereofuncertificated, such Grantor shall promptly notify the each Collateral Agent thereof andand use its commercially reasonable efforts to, within five (5) Business Days and in any event no later than 30 days (except where legally prohibited therefrom), pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (iat such Grantor’s option) (a) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nomineeGrantor, or (iib) arrange for the Collateral Agent to become the registered owner of the securities. If No Grantor shall hereafter establish and maintain any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary in a Securities Account that is not an Excluded Account, such or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (1) the applicable Grantor shall immediately notify have given the Collateral Agent thereof and, pursuant 10 days’ prior written notice of its intention to an agreement in form establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary and substance reasonably satisfactory to the Collateral Agent, either (i2) cause such securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, as the case may be, and such Grantor shall have duly executed and delivered to agree to comply with entitlement orders or other instructions from the Collateral Agent a Control Agreement with respect to such securities intermediary as to such security entitlements Securities Account or to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediaryCommodity Account, as the case may be, in each case without further consent of . Each Grantor shall accept any Grantor, such nominee, cash and Investment Property (not subject to the Pledge Agreement or any other Person, or (iiNon-U.S. Pledge Agreements) in trust for the case benefit of Financial Assets the Collateral Agent and within five (5) Business Days of actual receipt thereof, deposit such Investment Property and any new securities, instruments, documents or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to by reason of ownership of such Investment Property, with the Grantor being permitted, only with the consent Property received by it into a Securities Account or Commodity Account subject to a Control Agreement in favor of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors Grantor that the Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuerissuer of uncertificated securities, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any such Grantor, unless an Event of Default has occurred and is continuing. Upon cure or waiver of all Events of Default, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any Financial Assets credited to a securities account for which the Collateral Agent is shall promptly notify the securities intermediary.relevant Securities Intermediary or Commodities Intermediary that the applicable Grantor may withdraw funds from the relevant Securities