Common use of Delivery and Control Clause in Contracts

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property Accounts consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or otherwise reasonably acceptable to the Collateral Agent) pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretohereto (or otherwise reasonably acceptable to the Collateral Agent) (a “Deposit Account Control Agreement”), pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) ), subject to the terms of the Intercreditor Agreement, and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account; provided that the Grantors shall not be required to comply with this sentence with respect to Deposit Accounts that (A) are used exclusively to fund payroll or (B) have an aggregate balance for all such Deposit Accounts of $2,500,000 or less. Each Subject to the proviso to the immediately preceding sentence, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition If any Grantor fails to the foregoingcomply with this covenant with respect to Deposit Accounts, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each such Grantor shall take have ten (10) days to either (x) transfer funds in an amount sufficient to bring such additional actions, including, without limitation, causing the issuer Grantor into compliance with this covenant from Deposit Accounts not covered by Deposit Account Control Agreements to register the pledge on its books and records Deposit Accounts covered by Deposit Account Control Agreements or making such filings (y) enter into one or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of more Deposit Account Control Agreements with the Collateral AgentAgent and the depository institutions at which such Deposit Accounts are not covered by Deposit Account Control Agreements maintained in accordance with the provisions of this Section 4.4.4(c) such that Grantors will then be in compliance with this covenant. Upon the occurrence of Failure to comply within such ten (10) day period shall constitute an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities EntitlementsEntitlements (other than Excluded Accounts), it each Grantor shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in acceptable to the form of Exhibit C hereto securities intermediary, the Administrative Agent and the Collateral Agent, which is effective to establish “control” under the UCC pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it Account (other than Excluded Accounts), each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in reasonably acceptable to the form of Exhibit D heretodepositary institution, the Administrative Agent and the Collateral Agent, which is effective to establish “control” under the UCC, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (iA) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Excluded Accounts) that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (iiB) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Excluded Accounts) that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoingabove exclusions for Excluded Accounts, if any issuer the provisions of this Section 4.4.4(b) shall not apply with respect to any Investment Related Property is located in a jurisdiction outside to the extent constituting Excluded Collateral. In the case of the United Statesany Investment Account, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case so long as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an no Event of DefaultDefault has occurred and is continuing, the Collateral Agent agrees, subject to the terms of the Disbursement Agreement, the Credit Agreement and the other Loan Documents, that it shall have the right, without notice not give any orders or instructions to any Grantorapplicable depositary institution or securities intermediary concerning or directing the disposition, transfer, withdrawal, disbursement or investment of any funds in or credited to transfer all or any portion of the such Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominationsAccount.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or otherwise reasonably acceptable to the Priority Lien Collateral Trustee) pursuant to which it shall agree to comply with the Priority Lien Collateral AgentTrustee’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretohereto (or otherwise reasonably acceptable to the Priority Lien Collateral Trustee) (a “Deposit Account Control Agreement”), pursuant to which the Priority Lien Collateral Agent Trustee shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) ), subject to the terms of the Intercreditor Agreement, and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account; provided that the Grantors shall not be required to comply with this sentence with respect to Deposit Accounts that (A) are used exclusively to fund payroll or (B) have an aggregate balance for all such Deposit Accounts of $2,500,000 or less. Each Subject to the proviso to the immediately preceding sentence, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition If any Grantor fails to the foregoingcomply with this covenant with respect to Deposit Accounts, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each such Grantor shall take have ten (10) days to either (x) transfer funds in an amount sufficient to bring such additional actions, including, without limitation, causing Grantor into compliance with this covenant from Deposit Accounts not covered by Deposit Account Control Agreements to Deposit Accounts covered by Deposit Account Control Agreements or (y) enter into one or more Deposit Account Control Agreements with the issuer Priority Lien Collateral Trustee and the depository institutions at which such Deposit Accounts are not covered by Deposit Account Control Agreements maintained in accordance with the provisions of this Section 4.4.4(c) such that Grantors will then be in compliance with this covenant. Failure to register the pledge on its books and records or making comply within such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of ten (10) day period shall constitute an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With To the extent required by subsection 6.11 of the Credit Agreement, with respect to any Investment Related Property consisting of Securities Accounts or Securities EntitlementsEntitlements (except with respect to Securities Accounts and Securities Entitlements with a maximum balance of less than $500,000 individually or $1,000,000 in the aggregate at all times), it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in a form acceptable to the form of Exhibit C hereto securities intermediary and the Collateral Agent which is effective to establish “control” under the UCC), pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With To the extent required by subsection 6.11 of the Credit Agreement, with respect to any Investment Related Property that is a “Deposit Account,” (except with respect to Deposit Accounts with a maximum balance of less than $500,000 individually or $1,000,000 in the aggregate at all times), it shall cause the depositary institution maintaining such account to enter into an agreement substantially in a form acceptable to the form of Exhibit D heretodepositary institution and the Collateral Agent which is effective to establish “control” under the UCC, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each To the extent required by subsection 6.11 of the Credit Agreement (except with respect to Securities Accounts, Securities Entitlements and Deposit Accounts with a maximum balance of less than $500,000 individually or $1,000,000 in the aggregate at all times), each Grantor shall have entered into such control agreement or agreements with respect to: (iA) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (iiB) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer case of any Investment Related Property is located in a jurisdiction outside of the United StatesDeposit Account, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case so long as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an no Event of DefaultDefault has occurred and is continuing, the Collateral Agent agrees that it shall have not give any orders or instructions to the rightapplicable depositary institution concerning or directing the disposition, without notice transfer, withdrawal or disbursement of any funds in or credited to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominationssuch Deposit Account.

Delivery and Control. (i) With Each Grantor agrees that with respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially agreement, in form and substance satisfactory to the form of Exhibit C hereto Secured Party, pursuant to which it shall agree to comply with the Collateral AgentSecured Party’s “entitlement orders” without further consent by such GrantorGrantor and shall establish the Secured Party shall have “control” (within the meaning of Section 9-106 of the UCC) over such Securities Accounts or Securities Entitlements. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially agreement, in form and substance satisfactory to the form of Exhibit D heretoSecured Party, pursuant to which the Collateral Agent depositary institution shall agree to comply with the Secured Party’s instructions without further consent by such Grantor and shall establish the Secured Party shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. With respect to any Investment Related Property that is a “Commodity Account,” it shall cause the commodity intermediary maintaining such account to enter into an agreement, in form and substance satisfactory to the Secured Party, pursuant to which the Secured Party shall have “control” (within the meaning of Section 9-106 of the UCC) over such Commodity Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Representation Date, as of or prior to the Credit Representation Date and (ii) any Securities Accounts, Securities Entitlements Entitlements, Deposit Accounts or Deposit Commodity Accounts that are created or acquired after the Credit Representation Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts, Deposit Accounts or Deposit Commodity Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With Subject to the Intercreditor Agreement, with respect to any Investment Related Property consisting of Securities Accounts any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply to any Equity Interests in Subsidiaries) that is (A) (represented by a certificate or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to Instrument (other than any Investment Related Property that is credited to a “Deposit Securities Account,” it ), such Grantor shall cause the depositary institution maintaining such account certificate or Instrument to enter into an agreement substantially in the form of Exhibit D hereto, pursuant be delivered to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and Agent, indorsed in blank by an “controleffective indorsement” (within the meaning of as defined in Section 98-104 107 of the UCC) over or (B) an Uncertificated Security (other than any Uncertificated Securities credited to a Securities Account), such Deposit Account. Each Grantor shall have entered into cause the issuer of such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist Uncertificated Security to register the Collateral Agent as the registered owner thereof on the Credit Date, as books and records of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after issuer. In the Credit Date, as of or prior to the deposit or transfer of event any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of acquired after the United Statesdate hereof, each the applicable Grantor shall take deliver to the Collateral Agent a completed Pledge Supplement, duly executed by such additional actionsGrantor, includingtogether with all applicable supplements to Schedules thereto, without limitation, causing the issuer to register the pledge on its books and records or making reflecting such filings or recordingsnew Investment Related Property, in each case as may be necessary or advisablecase, under to the laws of such issuer’s jurisdiction to insure extent otherwise required by the validityABL Credit Agreement; provided, perfection that it is understood and priority of agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice attach to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the constituting Collateral Agent shall have the right at any time, without notice to immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to exchange deliver any certificates or instruments representing Instruments evidencing any Investment Related Property for certificates Excluded Capital Stock or instruments of smaller or larger denominationsExcluded Assets pursuant to this Section 4.4(c).

Delivery and Control. Each Grantor agrees that with respect to any Pledged Equity Interest or Pledged Debt in which it currently has rights it shall comply with the provisions of this subsection (iiii) on or before the Representation Date and with respect to any Pledged Equity Interest or Pledged Debt hereafter acquired by such Grantor it shall comply with the provisions of this subsection (iii) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Secured Party. With respect to any Pledged Equity Interest or Pledged Debt that is represented by a certificate or that is an “instrument” (other than any Investment Related Property consisting credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Secured Party, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Pledged Equity Interest or Pledged Debt that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Accounts or Securities EntitlementsAccount), it shall cause the securities intermediary maintaining issuer of such Securities Account uncertificated security to either (i) register the Secured Party as the registered owner thereof on the books and records of the issuer or Securities Entitlement (ii) execute an agreement, in form and substance satisfactory to enter into an agreement substantially in the form of Exhibit C hereto Secured Party, pursuant to which it shall agree such issuer agrees to comply with the Collateral AgentSecured Party’s “entitlement orders” instructions with respect to such uncertificated security without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if If any issuer of any Investment Related Property Pledged Equity Interest or Pledged Debt is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral AgentSecured Party. Upon the occurrence of an Event of Default, the Collateral Agent Secured Party shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property Pledged Equity Interest or Pledged Debt to its name or the name of its nominee or agent. In addition, the Collateral Agent Secured Party shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property Pledged Equity Interest or Pledged Debt for certificates or instruments of smaller or larger denominations.

Delivery and Control. Each Grantor agrees that with respect to any Pledged Equity Interest or Pledged Debt hereafter acquired by such Grantor, it shall comply with the provisions of this subsection (iiii) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Collateral Agent. With respect to any Pledged Equity Interest or Pledged Debt that is represented by a certificate or that is an “instrument” (other than any Investment Related Property consisting credited to a Securities Account) such Grantor shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Pledged Equity Interest or Pledged Debt that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Accounts or Securities EntitlementsAccount), it such Grantor shall cause the securities intermediary maintaining issuer of such Securities Account uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or Securities Entitlement (ii) execute an agreement, in form and substance satisfactory to enter into an agreement substantially in the form of Exhibit C hereto Collateral Agent, pursuant to which it shall agree such issuer agrees to comply with the Collateral Agent’s “entitlement orders” instructions with respect to such uncertificated security without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if If any issuer of any Investment Related Property Pledged Equity Interest or Pledged Debt is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, subject to any contractual restrictions relating to the right to transfer the shares of capital stock of Oryxe Energy International, Inc. held by Prolong International Corporation as in effect on the date hereof, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property Pledged Equity Interest or Pledged Debt to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property Pledged Equity Interest or Pledged Debt for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With Each Grantor agrees that with respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it such Grantor shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially agreement, in form and substance satisfactory to the form of Exhibit C hereto Collateral Agent, pursuant to which it such securities intermediary shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such GrantorGrantor and shall establish the Collateral Agent shall have “control” (within the meaning of Section 9106 of the UCC) over such Securities Accounts or Securities Entitlements. With respect to any Investment Related Property that is a “Deposit Account,” it such Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially agreement, in form and substance satisfactory to the Collateral Agent, pursuant to which the depositary institution shall agree to comply with the Collateral Agent’s instructions without further consent by such Grantor and shall establish the Collateral Agent shall have “control” (within the meaning of Section 9104 of the UCC) over such Deposit Account. With respect to any Investment Related Property that is a “Commodity Account,” such Grantor shall cause the commodity intermediary maintaining such account to enter into an agreement, in form of Exhibit D heretoand substance satisfactory to the Collateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 9106 of the UCC) over such Deposit Commodity Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Datedate hereof, as of on or prior to the Credit Date date hereof and (ii) any Securities Accounts, Securities Entitlements Entitlements, Deposit Accounts or Deposit Commodity Accounts that are created or acquired after the Credit Datedate hereof, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts, Deposit Accounts or Deposit Commodity Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “Trustee's "entitlement orders” " without further consent by such Grantor. With respect to any Investment Related Property that is a “"Deposit Account,” " it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent Trustee shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “"control” " (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral AgentTrustee. Upon the occurrence of an Event of Default, the Collateral Agent Trustee shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent Trustee shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. Grantor agrees that with respect to any Pledged Equity Interest or Pledged Debt hereafter acquired by such Grantor, it shall comply with the provisions of this subsection (iiii) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Collateral Agent. With respect to any Pledged Equity Interest or Pledged Debt that is represented by a certificate or that is an “instrument” (other than any Investment Related Property consisting credited to a Securities Account) such Grantor shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Pledged Equity Interest or Pledged Debt that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Accounts or Securities EntitlementsAccount), it such Grantor shall cause the securities intermediary maintaining issuer of such Securities Account uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or Securities Entitlement (ii) execute an agreement, in form and substance satisfactory to enter into an agreement substantially in the form of Exhibit C hereto Collateral Agent, pursuant to which it shall agree such issuer agrees to comply with the Collateral Agent’s “entitlement orders” instructions with respect to such uncertificated security without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if If any issuer of any Investment Related Property Pledged Equity Interest or Pledged Debt is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property Pledged Equity Interest or Pledged Debt to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property Pledged Equity Interest or Pledged Debt for certificates or instruments of smaller or larger denominations.

Delivery and Control. Each Grantor shall have entered into a Control Agreement in accordance with the deadline set forth in Section 5.14 of the Credit Agreement of 30 days after the date hereof, with respect to: (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to and any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such other than any Excluded Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts), Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts, except, in each case, with respect to Excluded Deposit Accounts. With respect to any Securities Accounts or Securities Entitlements, in accordance with the deadline set forth in Section 5.14 of the Credit Agreement of 30 days after the date hereof, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into a Control Agreement pursuant to which such securities intermediary agrees to comply with the “entitlement orders” given by the ABL Collateral Agent or, after Discharge of the First Lien Obligations, given by the Collateral Trustee, without further consent by such Grantor. With respect to any Deposit Account that is not an Excluded Deposit Account, in accordance with the deadline set forth in Section 5.14 of the Credit Agreement of 30 days after the date hereof, it shall cause the depositary institution maintaining such account to enter into a Control Agreement. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral AgentTrustee. Upon the occurrence of an Event of Default, the Collateral Agent Trustee shall have the right, without notice to any Grantor, (a) to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, agent or (b) to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, at the request of Agent, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto and substance reasonably satisfactory to Agent pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” (other than any Exempt Deposit Account), including the Collections Account and any other Dominion Accounts, subject to the provisions of Sections 5.16 and 6.18 of the Credit Agreement, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D B hereto, or in other form reasonably satisfactory to Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Subject to Section 5.16 of the Credit Agreement, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Exempt Deposit Accounts) that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Exempt Deposit Accounts) that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, at the request of Agent, each Grantor shall take such additional actions, including, without limitation, causing (in the case of Investment Related Property issued by a Subsidiary of a Grantor) or using commercially reasonable efforts to cause (in the case of all other Investment Related Property) such issuer to register the pledge on its books and records or making such filings or recordings, in each case case, as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its Agent’s name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any timetime during the continuance of an Event of Default, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With Grantor agrees that with respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it such Grantor shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially agreement, in form and substance satisfactory to the form of Exhibit C hereto Collateral Agent, pursuant to which it such securities intermediary shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such GrantorGrantor and shall establish the Collateral Agent shall have “control” (within the meaning of Section 9106 of the UCC) over such Securities Accounts or Securities Entitlements. With respect to any Investment Related Property that is a “Deposit Account,” it such Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially agreement, in form and substance satisfactory to the Collateral Agent, pursuant to which the depositary institution shall agree to comply with the Collateral Agent’s instructions without further consent by such Grantor and shall establish the Collateral Agent shall have “control” (within the meaning of Section 9104 of the UCC) over such Deposit Account. With respect to any Investment Related Property that is a “Commodity Account,” such Grantor shall cause the commodity intermediary maintaining such account to enter into an agreement, in form of Exhibit D heretoand substance satisfactory to the Collateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 9106 of the UCC) over such Deposit Commodity Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Datedate hereof, as of on or prior to the Credit Date date hereof and (ii) any Securities Accounts, Securities Entitlements Entitlements, Deposit Accounts or Deposit Commodity Accounts that are created or acquired after the Credit Datedate hereof, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts, Deposit Accounts or Deposit Commodity Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (iTo the extent required by Section 5.15(a) With of the Credit Agreement, with respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other form that is reasonably satisfactory to the Collateral Agent) pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. Collateral Agent agrees not to give any entitlement orders or instructions or directions and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Grantor, unless an Event of Default shall have occurred. With respect to any Investment Related Property that is a “Deposit Account,” to the extent required by Section 5.15(a) of the Credit Agreement, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in a form that is reasonably satisfactory to the form of Exhibit D heretoCollateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Collateral Agent agrees with Grantor that Collateral Agent shall not give any instructions or withhold any withdrawal rights of Grantor, unless an Event of Default shall have occurred. To the extent required by Section 5.15(a) of the Credit Agreement, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any such Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United StatesStates upon the occurrence and during the continuance of an Event of Default, each Grantor shall shall, subject to Section 2.02(b), take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or reasonably advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest interests of the Collateral Agent, it being understood that this covenant will not apply to Excluded Property. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property (other than Investment Accounts) required to be pledged hereunder to its name or the name of its nominee or agent. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts (other than Exempt Securities Accounts) or Securities EntitlementsEntitlements with balance in excess of $1,000,000 individually and $5,000,000 in the aggregate, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into into, within 30 days after the opening of such Securities Account, an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” (other than the Exempt Deposit Accounts) it shall cause the depositary institution maintaining such account to enter into into, within 30 days after the opening of such Deposit Account, an agreement substantially in the form of Exhibit D heretohereto or otherwise reasonably satisfactory to the Collateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts (other than Exempt Securities Accounts), Securities Entitlements or Deposit Accounts (other than the Exempt Deposit Accounts) that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts (other than Exempt Securities Accounts), Securities Entitlements or Deposit Accounts (other than the Exempt Deposit Accounts) that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property Property, with a value in excess of $1,000,000 individually and $5,000,000 in the aggregate, is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities EntitlementsAccounts, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each To the extent required by the Credit Agreement, each Grantor shall have entered use commercially reasonable efforts to enter into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements Accounts or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements Accounts or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements securities entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional commercially reasonable actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the rightright subject to the Intercreditor Agreement, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any timetime subject to the Intercreditor Agreement, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 3.4(c) on or before the Effective Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 3.4(c) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Collateral Agent. With respect to any Investment Related Property that is represented by a certificate or that is an "instrument" (other than any Investment Related Property credited to a Securities Account or a check received for deposit) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an "effective indorsement" (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a "certificated security" for purposes of the UCC. With respect to any Investment Related Property that is an "uncertificated security" for purposes of the UCC (other than any "uncertificated securities" credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto, pursuant to which such issuer agrees to comply with the Collateral Agent's instructions with respect to such uncertificated security without further consent by such Grantor. With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, Except as otherwise provided in Section 5.15(b) of the Credit Agreement, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “'s "entitlement orders” " without further consent by such Grantor. With respect to any Investment Related Property that is a “"Deposit Account,” " Except as otherwise provided in Section 5.15(b) of the Credit Agreement, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D C hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “"control” " (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Except as otherwise provided in Section 5.15(b) of the Credit Agreement, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Effective Date, as of or prior to the Credit Effective Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Effective Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 3.4(c) on or before the Closing Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 3.4(c) promptly upon acquiring rights therein, in each case in form and substance satisfactory to the Collateral Agent. With respect to any Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account and other than any “uncertificated securities” of any Subsidiary of the Borrower) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto, pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. The Collateral Agent agrees that it shall have the right to deliver such instructions if and only if an Event of Default has occurred and is continuing. With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. The Collateral Agent agrees that it shall have the right to deliver such entitlement orders or any notice of sole control if and only if an Event of Default has occurred and is continuing. With respect to any Investment Related Property that is a “Deposit Account,” identified on Schedule 3.4 (as such schedule may be amended or supplemented from time to time), it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of as defined in Section 9-104 of Article 9 of the UCC) over such Deposit Account. Each Grantor The Collateral Agent agrees that it shall have entered into the right to exercise such dominion and control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as if and only if an Event of or prior to the Credit Date Default has occurred and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accountsis continuing. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case cas e as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any timeupon the occurrence and during the continuance of an Event of Default, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, within thirty (30) days after the creation or acquisition thereof, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply (subject to the provisions thereof) with the Term Collateral Agent’s “'s "entitlement orders” " without further consent by such Grantor. With respect to any Investment Related Property that is a “"Deposit Account,” " (other than De Minimis Deposit Accounts), within thirty (30) days after the creation or acquisition thereof, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretoD-1 (or, with respect to the Asset Sale Proceeds Account, Exhibit D-2) hereto (or such other control agreement in form and substance reasonably satisfactory to the Term Collateral Agent), pursuant to which the Term Collateral Agent (subject to the provisions thereof) shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “"control” " (within the meaning of Section 9-104 of the UCC) over such Deposit Account, provided, however, that to the extent that any such Investment Related Property constitutes Liquid Collateral, prior to the Discharge of Revolving Obligations, the Grantor shall satisfy the requirements of this subsection by establishing the control of the Revolving Collateral Agent over such Deposit Account in accordance with the terms of the Intercreditor Agreement, and by using commercially reasonable efforts to separately establish the Term Collateral Agent's independent control where possible. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date, (ii) the Asset Sale Proceeds Account within thirty (30) days of the Closing Date and (iiiii) any other Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to within thirty (30) days after the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially agreement, in form and substance reasonably satisfactory to the form of Exhibit C hereto Administrative Agent, pursuant to which it shall agree to comply with the Collateral Administrative Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially agreement, in form and substance reasonably satisfactory to the form of Exhibit D heretoAdministrative Agent, pursuant to which the Collateral Administrative Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. The Grantors shall deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all collections (of a nature susceptible to a deposit in a bank account) constituting Collateral or the proceeds of Collateral and all other amounts constituting Collateral or the proceeds of Collateral received by any Grantor into such Deposit Accounts. So long as no Event of Default has occurred and is continuing, the Grantors shall have full access to the cash on deposit in such Deposit Accounts, and the Administrative Agent agrees not to deliver a control notice or take any other action to control such Deposit Accounts unless and until an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, with respect to any Deposit Account constituting a Pledged Investment Account, the Administrative Agent may give instructions and directions to the relevant bank or depositary institution to wire all amounts on deposit in such Deposit Account each Business Day to the Administrative Agent’s Account. All amounts received or deposited into the Administrative Agent’s Account after the occurrence of an Event of Default shall be applied to the payment of the outstanding Obligations in accordance with the Financing Agreement. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Date Closing Date, and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or fundsfunds constituting Collateral, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities EntitlementsEntitlements (other than Excluded Accounts), within the later of (x) ninety (90) days after the Closing Date and (y) ninety (90) days after the creation or acquisition thereof (or such later date as may be agreed in writing by the Revolving Collateral Agent in its reasonable discretion), it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an a control agreement substantially in form and substance reasonably satisfactory to the form of Exhibit C hereto Revolving Collateral Agent) pursuant to which it shall agree to comply (subject to the provisions thereof) with the Revolving Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property consisting of Commodities Accounts (other than Excluded Accounts), within the later of (x) ninety (90) days after the Closing Date and (y) ninety (90) days after the creation or acquisition thereof (or such later date as may be agreed in writing by the Revolving Collateral Agent in its reasonable discretion), it shall cause the commodities intermediary maintaining such Commodities Account to enter into an agreement in form and substance reasonably satisfactory to the Revolving Collateral Agent pursuant to which the Revolving Collateral Agent (subject to the provisions thereof) shall have “control” (within the meaning of Section 9-106 of the UCC) over such Commodities Account. With respect to any Investment Related Property that is a “Deposit Account,” Account (other than Excluded Accounts), subject to Section 5.14 of the Revolving Credit Agreement, within the later of (x) ninety (90) days after the Closing Date and (y) ninety (90) days after the creation or acquisition thereof (or such later date as may be agreed in writing by the Revolving Collateral Agent in its reasonable discretion), it shall cause the depositary institution maintaining such account to enter into an a control agreement substantially in form and substance reasonably satisfactory to the form of Exhibit D heretoRevolving Collateral Agent), pursuant to which the Revolving Collateral Agent (subject to the provisions thereof) shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-9 104 of the UCC) over such Deposit Account. Each Notwithstanding anything to the contrary contained in this Section 4.4.4(b)(i), to the extent that any such Investment Related Property constitutes Term Priority Collateral, prior to the Discharge of Term Obligations, each applicable Grantor shall satisfy the requirements of this subsection by establishing the control of the Term Collateral Agent over such Investment Account in accordance with the terms of the Term Security Agreement and the Intercreditor Agreement. Subject to Section 5.14 of the Revolving Credit Agreement, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements Entitlements, Commodities Accounts or Deposit Accounts (other than Excluded Accounts) that exist on the Credit Closing Date, as of or prior to the Credit Closing Date (or such later time as provided in the two preceding sentences) and (ii) any other Securities Accounts, Securities Entitlements Entitlements, Commodities Accounts or Deposit Accounts (other than Excluded Accounts) that are created or acquired after the Credit Closing Date, as within the later of or prior to (x) ninety (90) days after the Closing Date and (y) ninety (90) days after the deposit or transfer of any such Securities Entitlements or fundsfunds (or such later date as may be agreed in writing by the Revolving Collateral Agent in its reasonable discretion), whether constituting moneys or investments, into such Securities Accounts, Commodities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.; and

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or otherwise reasonably acceptable to the Collateral Agent) pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretohereto (or otherwise reasonably acceptable to the Collateral Agent) (a “Deposit Account Control Agreement”), pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account; provided that the Grantors shall not be required to comply with this sentence with respect to Deposit Accounts that (A) are used to fund payroll or (B) that have an aggregate balance of $5,000,000 or less. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition If any Grantor fails to the foregoingcomply with this covenant with respect to Deposit Accounts, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each such Grantor shall take have ten (10) days to either (x) transfer funds in an amount sufficient to bring such additional actions, including, without limitation, causing the issuer Grantor into compliance with this covenant from Deposit Accounts not covered by Deposit Account Control Agreements to register the pledge on its books and records Deposit Accounts covered by Deposit Account Control Agreements or making such filings (y) enter into one or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of more Deposit Account Control Agreements with the Collateral AgentAgent and the depository institutions at which such Deposit Accounts are not covered by Deposit Account Control Agreements maintained in accordance with the provisions of this Section 4.4.4(c) such that Grantors will then be in compliance with this covenant. Upon the occurrence of Failure to comply within such ten (10) day period shall constitute an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially agreement, in form and substance reasonably satisfactory to the form of Exhibit C hereto Administrative Agent, pursuant to which which, subject to the terms and conditions thereof, it shall agree to comply with the Collateral Administrative Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” (other than any Excluded Account) it shall cause the depositary institution maintaining such account to enter into an agreement substantially agreement, in form and substance reasonably satisfactory to the form of Exhibit D heretoAdministrative Agent, pursuant to which which, and subject to the Collateral terms and conditions thereof, the Administrative Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. At all times prior to the occurrence and continuance of an Event of Default, the Grantors shall have full access to the cash on deposit in such Deposit Accounts, and the Administrative Agent agrees not to deliver a control notice or take any other action to control such Deposit Accounts unless and until an Event of Default has occurred and is continuing. Upon the occurrence of an Event of Default, with respect to any Deposit Account (other than an Excluded Account) subject to a Control Agreement, the Administrative Agent may give instructions and directions to such bank or depositary institution to wire all amounts on deposit in such Deposit Account each Business Day to the Administrative Agent’s Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than any Excluded Accounts) that exist on the Credit Closing Date, as of or prior to the Credit Closing Date (except as otherwise agreed to by the Administrative Agent in writing) and (ii) any Securities Accounts, Accounts or Securities Entitlements evidencing an amount greater than $250,000 or Deposit Accounts (other than any Excluded Accounts) that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or such Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto hereto, or such other agreement acceptable to Collateral Agent, pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, or such other agreement acceptable to Collateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially reasonably acceptable in form and substance to the form of Exhibit C hereto Collateral Agent pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” (other than Excluded Accounts) and is maintained in the United States, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in reasonably acceptable to the form of Exhibit D heretoCollateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than the Excluded Accounts) that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts (other the Excluded Accounts) that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property that is required to be pledged under the Credit Agreement and/or this Agreement and is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, agent and to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities EntitlementsAccounts, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each To the extent required by the Credit Agreement, each Grantor shall have entered use commercially reasonable efforts to enter into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements Accounts or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements Accounts or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements securities entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional commercially reasonable actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With Grantor agrees that with respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it such Grantor shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially agreement, in form and substance satisfactory to the form of Exhibit C hereto Collateral Agent, pursuant to which it such securities intermediary shall agree to comply with the Collateral Agent’s “'s "entitlement orders” " without further consent by such GrantorGrantor and shall establish the Collateral Agent shall have "control" (within the meaning of Section 9106 of the UCC) over such Securities Accounts or Securities Entitlements. With respect to any Investment Related Property that is a “"Deposit Account,” it " such Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially agreement, in form and substance satisfactory to the Collateral Agent, pursuant to which the depositary institution shall agree to comply with the Collateral Agent's instructions without further consent by such Grantor and shall establish the Collateral Agent shall have "control" (within the meaning of Section 9104 of the UCC) over such Deposit Account. With respect to any Investment Related Property that is a "Commodity Account," such Grantor shall cause the commodity intermediary maintaining such account to enter into an agreement, in form of Exhibit D heretoand substance satisfactory to the Collateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “"control” " (within the meaning of Section 9-104 9106 of the UCC) over such Deposit Commodity Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Datedate hereof, as of on or prior to the Credit Date date hereof and (ii) any Securities Accounts, Securities Entitlements Entitlements, Deposit Accounts or Deposit Commodity Accounts that are created or acquired after the Credit Datedate hereof, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts, Deposit Accounts or Deposit Commodity Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, within thirty (30) days it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “'s "entitlement orders” " without further consent by such Grantor. With respect to any Investment Related Property that is a “"Deposit Account,” " within thirty (30) days it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “"control” " (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to within thirty (30) days after the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisablereasonably requested by the Collateral Agent, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, to the extent required by the Credit Agreement or this Agreement it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially agreement, in form and substance reasonably satisfactory to the form of Exhibit C hereto Collateral Agent, pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it to the extent required by the Credit Agreement or this Agreement such Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially agreement, in form and substance reasonably satisfactory to the form of Exhibit D heretoCollateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each To the extent required by the Credit Agreement or this Agreement, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition Notwithstanding anything to the foregoingcontrary herein, if any issuer of any Investment Related Property is located with respect to the Lockbox Account (as defined in the Lockbox Agreement (as defined in the Revolving Loan Agreement)), the Grantors shall only be required to use commercially reasonable efforts to enter into a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, control agreement that the Collateral Agent is party to with respect such Lockbox Account; provided that if after using such commercially reasonable efforts the Grantors are unable to enter into such a control agreement, then after the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Grantors shall have the right, without notice use commercially reasonable efforts to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, enter into a control agreement that the Collateral Agent shall have the right at any time, without notice is party to any Grantor, with respect to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominationssuch Lockbox Account.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities EntitlementsEntitlements (other than Excluded Accounts), within Exhibit L the later of (x) ninety (90) days after the Closing Date and (y) thirty (30) days after the creation or acquisition thereof (or such later date as may be agreed in writing by the Revolving Collateral Agent in its reasonable discretion), it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto B (or such other control agreement in form and substance reasonably satisfactory to the Revolving Collateral Agent) pursuant to which it shall agree to comply (subject to the provisions thereof) with the Revolving Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property consisting of Commodities Accounts (other than Excluded Accounts), within the later of (x) ninety (90) days after the Closing Date and (y) thirty (30) days after the creation or acquisition thereof (or such later date as may be agreed in writing by the Revolving Collateral Agent in its reasonable discretion), it shall cause the commodities intermediary maintaining such Commodities Account to enter into an agreement in form and substance reasonably satisfactory to the Revolving Collateral Agent pursuant to which the Revolving Collateral Agent (subject to the provisions thereof) shall have “control” (within the meaning of Section 9-106 of the UCC) over such Commodities Account. With respect to any Investment Related Property that is a “Deposit Account,” Account (other than Excluded Accounts), subject to Section 5.14 of the Revolving Credit Agreement, within the later of (x) ninety (90) days after the Closing Date and (y) thirty (30) days after the creation or acquisition thereof (or such later date as may be agreed in writing by the Revolving Collateral Agent in its reasonable discretion), it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretoC (or such other control agreement in form and substance reasonably satisfactory to the Revolving Collateral Agent), pursuant to which the Revolving Collateral Agent (subject to the provisions thereof) shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Notwithstanding anything to the contrary contained in this Section 4.4.4(b)(i), to the extent that any such Investment Related Property constitutes Notes Priority Collateral, prior to the Discharge of Notes Obligations, each applicable Grantor shall satisfy the requirements of this subsection by establishing the control of the Secured Notes Collateral Agent over such Investment Account in accordance with the terms of the Notes Security Agreement and the Intercreditor Agreement. Subject to Section 5.14 of the Revolving Credit Agreement, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements Entitlements, Commodities Accounts or Deposit Accounts (other than Excluded Accounts) that exist on the Credit Closing Date, as of or prior to the Credit Closing Date (or such later time as provided in the two preceding sentences) and (ii) any other Securities Accounts, Securities Entitlements Entitlements, Commodities Accounts or Deposit Accounts (other than Excluded Accounts) that are created or acquired after the Credit Closing Date, as within the later of or prior to (x) ninety (90) days after the Closing Date and (y) thirty (30) days after the deposit or transfer of any such Securities Entitlements or fundsfunds (or such later date as may be agreed in writing by the Revolving Collateral Agent in its reasonable discretion), whether constituting moneys or investments, into such Securities Accounts, Commodities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.; and

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall shall, to the extent required under the Credit Agreement, within sixty (60) days of the request by the Collateral Agent (or such extended period of time as agreed to by the Collateral Agent), cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto or such other form reasonably acceptable to the Collateral Agent, pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall shall, to the extent required under the Credit Agreement, within sixty (60) days of the request by the Collateral Agent (or such extended period of time as agreed to by the Collateral Agent), cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretohereto or such other form reasonably acceptable to the Collateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Unless otherwise in accordance with the Credit Agreement, each Grantor shall have entered into such control agreement or agreements agreements, to the extent required under the Credit Agreement and upon request by the Collateral Agent, with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to no later than the Quarterly Reporting Date following the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, if requested by the Collateral Agent, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisablereasonably requested by the Collateral Agent, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply (subject to Section 4.4.4(c)(i) of the First Lien Pledge and Security Agreement and the Intercreditor Agreement) with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” (other than Foreign Deposit Accounts), it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have (subject to Section 4.4.4(c)(i) of the First Lien Pledge and Security Agreement and the Intercreditor Agreement) both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Foreign Deposit Accounts) that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Foreign Deposit Accounts) that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall (subject to Section 4.4.4(c) of the First Lien Pledge and Security Agreement and the Intercreditor Agreement) take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, subject to the Intercreditor Agreement, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, subject to the Intercreditor Agreement, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (iTo the extent required by Section 5.15(a) With of the Credit Agreement, with respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other form that is reasonably satisfactory to the Collateral Agent) pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. Collateral Agent agrees not to give any entitlement orders or instructions or directions and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Grantor, unless an Event of Default shall have occurred. With respect to any Investment Related Property that is a “Deposit Account,” to the extent required by Section 5.15(a) of the Credit Agreement, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in a form that is reasonably satisfactory to the form of Exhibit D heretoCollateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Collateral Agent agrees with Grantor that Collateral Agent shall not give any instructions or withhold any withdrawal rights of Grantor, unless an Event of Default shall have occurred. Collateral Agent agrees that “Deposit Account” shall not include accounts used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Grantors’ employees. To the extent required by Section 5.15(a) of the Credit Agreement, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any such Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United StatesStates upon the occurrence and during the continuance of an Event of Default, each Grantor shall shall, subject to Section 2.02(b), take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or reasonably advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest interests of the Collateral Agent, it being understood that this covenant will not apply to Excluded Property. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property required to be pledged hereunder to its name or the name of its nominee or agent. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, no later than the immediately following PLEDGE AND SECURITY AGREEMENT EXECUTION Quarterly Reporting Date, it shall shall, to the extent required under the Credit Agreement and upon request by the Collateral Agent, cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto or such other form as approved by the Collateral Agent, pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” no later than the immediately following Quarterly Reporting Date it shall shall, to the extent required under the Credit Agreement and upon request by the Collateral Agent, cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretohereto or such other form as approved by the Collateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Unless otherwise in accordance with the Credit Agreement, each Grantor shall have entered into such control agreement or agreements agreements, to the extent required under the Credit Agreement and upon request by the Collateral Agent, with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to no later than the Quarterly Reporting Date following the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, if requested by the Collateral Agent, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisablereasonably requested by the Collateral Agent, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.. PLEDGE AND SECURITY AGREEMENT EXECUTION

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts carrying a positive balance or Securities EntitlementsEntitlements set forth on Schedule 4.4, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “'s "entitlement orders” " without further consent by such Grantor. With respect to any Investment Related Property that is a “"Deposit Account,” " having a balance in excess of FIRST LIEN PLEDGE AND SECURITY AGREEMENT $400,000, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “"control” " (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities AccountsAccounts carrying a positive balance, Securities Entitlements or Deposit Accounts that exist on the Credit DateDate and that have a balance in excess of $400,000, as of or prior to the Credit Date and (ii) any Securities AccountsAccounts carrying a positive balance, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit DateDate having a balance in excess of $400,000, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or otherwise reasonably acceptable to the Priority Lien Collateral Trustee) pursuant to which it shall agree to comply with the Priority Lien Collateral AgentTrustee’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretohereto (or otherwise reasonably acceptable to the Priority Lien Collateral Trustee) (a “Deposit Account Control Agreement”), pursuant to which the Priority Lien Collateral Agent Trustee shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) ), subject to the terms of the Intercreditor Agreement, and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account; provided that the Grantors shall not be required to comply with this sentence with respect to Deposit Accounts that (A) are used exclusively to fund payroll or (B) have an aggregate balance for all such Deposit Accounts of $5,000,000 or less. Each Subject to the proviso to the immediately preceding sentence, each Grantor shall have entered into such control agreement or agreements with respect to: (i) subject to clause (iii) below, any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Date and Closing Date, (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts and (iii) no later than ninety (90) days after the Closing Date (as such date may be extended by the Administrative Agent), any Securities Accounts. In addition , Securities Entitlements or Deposit Accounts to the foregoing, if any issuer of any Investment Related Property is extent held at a financial institution located in a jurisdiction outside of the United StatesCanada. If any Grantor fails to comply with this covenant with respect to Deposit Accounts, each such Grantor shall take have ten (10) days to either (x) transfer funds in an amount sufficient to bring such additional actions, including, without limitation, causing Grantor into compliance with this covenant from Deposit Accounts not covered by Deposit Account Control Agreements to Deposit Accounts covered by Deposit Account Control Agreements or (y) enter into one or more Deposit Account Control Agreements with the issuer Priority Lien Collateral Trustee and the depository institutions at which such Deposit Accounts are not covered by Deposit Account Control Agreements maintained in accordance with the provisions of this Section 4.4.4(c) such that Grantors will then be in compliance with this covenant. Failure to register the pledge on its books and records or making comply within such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of ten (10) day period shall constitute an Event of Default. Reference is hereby made to that certain Blocked Account Control Agreement, dated as of May 2, 2005, by and among NewPageCo, JPMorgan Chase Bank, N.A., in its capacity as Collateral Agent for the Revolving Credit Claimholders (as defined in the Intercreditor Agreement), including its successors and assigns from time to time (the “Revolving Credit Agent”), and The Bank of New York, in its capacity as Priority Lien Collateral Trustee for the Priority Lien Claimholders (as defined in the Intercreditor Agreement), including its successors and assigns from time to time (the “Priority Lien Collateral Trustee”; and together with the Revolving Credit Agent, the “Collateral Agent Lien Holders”) and JPMorgan Chase Bank, N.A as the Depository, entered into with respect to the post office box and Deposit Accounts identified therein (the “2005 Deposit Account Control Agreement”). NewPageCo and the other Grantors party hereto hereby agree and acknowledge that the 2005 Deposit Account Control Agreement shall have be deemed to constitute a “Deposit Account Control Agreement” that has been executed and delivered in connection with this Agreement in order to perfect the right, without notice security interest granted to any Grantor, to transfer all or any portion the Priority Lien Collateral Trustee (for the benefit of itself and the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominationsother Secured Parties) hereunder.

Delivery and Control. (i) With respect to To the extent required under the Parity Lien Documents, each Grantor agrees that it shall not own any interest in any Investment Related Property consisting of Securities Accounts or (other than Securities Entitlements, Accounts constituting Excluded Accounts) unless it shall cause have caused the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto or such form reasonably satisfactory to the Collateral Agent pursuant to which it shall agree to comply with the Collateral Agent’s “'s "entitlement orders” " without further consent by such Grantor. With respect to To the extent required under the Parity Lien Documents, each Grantor agrees that it shall not own any interest in any Investment Related Property that is a “"Deposit Account,"(other than a Deposit Account constituting an Excluded Account,” ) unless it shall cause have caused the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretohereto or such form reasonably satisfactory to the Collateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “"control” " (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each To the extent required under the Parity Lien Documents, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts owned by it that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts owned by it that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is a direct Subsidiary of a Grantor and is located in a jurisdiction outside of the United States, each (other than the issuers listed on Schedule 4.4(D)) such Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be reasonably necessary or advisable, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority Second Priority of the security interest of the Collateral Agent, but so long as the lien of the First Lien Collateral Agent remains outstanding, only if, and to the extent, that such an interest is recognized under the laws of such jurisdiction. Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall have the right, subject to the terms of the Intercreditor Agreement, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any timetime following the occurrence and during the continuation of an Event of Default, subject to the terms of the Intercreditor Agreement, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” (other than Foreign Deposit Accounts), it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Foreign Deposit Accounts) that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Foreign Deposit Accounts) that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, within thirty (30) days after the creation or acquisition thereof, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply (subject to the provisions thereof) with the Revolving Collateral Agent’s “'s "entitlement orders” " without further consent by such Grantor. With respect to any Investment Related Property that is a “"Deposit Account,” " (other than De Minimis Deposit Accounts), within thirty (30) days after the creation or acquisition thereof, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretoD-1 (or, with respect to the Asset Sale Proceeds Account, Exhibit D-2) hereto (or such other control agreement in form and substance reasonably satisfactory to the Revolving Collateral Agent), pursuant to which the Revolving Collateral Agent (subject to the provisions thereof) shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “"control” " (within the meaning of Section 9-104 of the UCC) over such Deposit Account, provided, however, that to the extent that any such Investment Related Property constitutes Fixed Collateral, prior to the Discharge of Term Obligations, the Grantor shall satisfy the requirements of this subsection by establishing the control of the Term Collateral Agent over such Deposit Account in accordance with the terms of the Intercreditor Agreement, and by using commercially reasonable efforts to separately establish the Revolving Collateral Agent's independent control where possible. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date, (ii) the Asset Sale Proceeds Account within thirty (30) days of the Closing Date and (iiiii) any other Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to within thirty (30) days after the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.4(c) on or before the Credit Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.4(c) immediately upon acquiring rights therein. With respect to any Investment Related Property consisting of Securities Accounts or (other than De Minimis Securities Accounts), Securities Entitlements (other than De Minimis Securities Entitlements), Concentration Accounts, Insurance Concentration Accounts or Collection Accounts, except as otherwise in compliance with Section 5.17(g) of the Credit Agreement, it shall cause the securities intermediary or depositary institution, as the case may be, maintaining such Securities Account Account, Securities Entitlement, Concentration Accounts, Government Receivables Concentration Accounts or Securities Entitlement Collection Accounts to enter into an agreement substantially in the form of Exhibit C hereto hereto, or otherwise in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which it shall agree to comply with the Collateral Agent’s “'s "entitlement orders” " or "instructions", as the case may be, without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts (other than De Minimis Securities Accounts), Securities Entitlements (other than De Minimis Securities Entitlements), Concentration Accounts, Insurance Concentration Accounts or Deposit Collection Accounts that exist on the Credit Date, as of or prior to the Credit Date Date, except as otherwise in compliance with Section 5.17(g) of the Credit Agreement and (ii) any Securities Accounts (other than De Minimis Securities Accounts), Securities Entitlements (other than De Minimis Securities Entitlements), Concentration Accounts, Insurance Concentration Accounts or Deposit Collection Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts, Concentration Accounts, Government Receivables Concentration Accounts or Deposit Collection Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actionsactions as reasonably requested by the Collateral Agent, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of and during the continuation of an Event of Default, the Collateral Agent shall have the right, PLEDGE AND SECURITY AGREEMENT 434560-New York Server 3A EXECUTION without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account Accounts or Securities Entitlement (other than Excluded Accounts) to enter into an agreement substantially in the form reasonably acceptable by the Collateral Agent hereto at the instruction of Exhibit C hereto the Required Lenders pursuant to which which, it shall agree agree, upon written notice from the Collateral Agent, to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” (other than an Excluded Account), it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretoagreement, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. The Grantors shall deposit or cause to be deposited promptly all proceeds in respect of any Collateral, all collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Grantor only into Deposit Accounts that are subject to a Control Agreement. At all times when an Event of Default is not continuing, the Grantors shall have full access to the cash on deposit in such Deposit Accounts, and the Collateral Agent agrees not to deliver a control notice or take any other action to control such Deposit Accounts unless and until an Event of Default has occurred and is continuing. Upon the occurrence and during the continuation of an Event of Default, with respect to any Deposit Account (other than an Excluded Account), the Collateral Agent may give instructions and directions to such bank or depositary institution to wire all amounts on deposit in such Deposit Account each Business Day to the Collateral Account, which such instructions and directions shall constitute a “Cash Dominion Event”. All amounts received or deposited into the Administrative Agent’s Account after the occurrence and during the continuation of a Cash Dominion Event shall be applied to the payment of the outstanding Obligations in accordance with the Financing Agreement. Each Grantor shall have entered into such control agreement or agreements with respect to: (iA) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Excluded Accounts) that exist on the Credit Closing Date, as of or prior to the Credit Date date that is 45 days after the Closing Date, provided that Grantors shall have the option to extend this period one time for an additional thirty (30) days upon a showing of diligent efforts and (iiB) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Excluded Accounts) that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordingsAccounts and, in each case as may be necessary or advisableany event, under the laws of within sixty (60) days after opening any such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominationsaccount.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “'s "entitlement orders” " without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” , it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “"control” " (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts (other than Exempt Accounts) or Securities EntitlementsEntitlements with balance in excess of $1,000,000 individually and $5,000,000 in the aggregate, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an into, within 30 days after the opening of such Securities Account, a control agreement substantially in reasonably acceptable to the form of Exhibit C hereto Collateral Agent pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” (other than the Exempt Accounts), it shall cause the depositary institution maintaining such account to enter into an into, within 30 days after the opening of such Deposit Account, a control agreement substantially in reasonably acceptable to the form of Exhibit D heretoCollateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts (other than Exempt Accounts), Securities Entitlements or Deposit Accounts (other than the Exempt Accounts) that exist on the Credit Date, as date of or prior to the Credit Date this Agreement and (ii) any Securities Accounts (other than Exempt Accounts), Securities Entitlements or Deposit Accounts (other than the Exempt Accounts) that are created or acquired after the Credit Datedate of this Agreement, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys Moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property Property, with a value in excess of $1,000,000 individually and $5,000,000 in the aggregate, is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. Grantor agrees that with respect to any Pledged Equity Interest or Pledged Debt hereafter acquired by such Grantor, it shall comply with the provisions of this subsection (iiii) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Collateral Agent. With respect to any Pledged Equity Interest or Pledged Debt that is represented by a certificate or that is an "instrument" (other than any Investment Related Property consisting credited to a Securities Account) such Grantor shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an "effective indorsement" (as defined in Section 8107 of the UCC), regardless of whether such certificate constitutes a "certificated security" for purposes of the UCC. With respect to any Pledged Equity Interest or Pledged Debt that is an "uncertificated security" for purposes of the UCC (other than any "uncertificated securities" credited to a Securities Accounts or Securities EntitlementsAccount), it such Grantor shall cause the securities intermediary maintaining issuer of such Securities Account uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or Securities Entitlement (ii) execute an agreement, in form and substance satisfactory to enter into an agreement substantially in the form of Exhibit C hereto Collateral Agent, pursuant to which it shall agree such issuer agrees to comply with the Collateral Agent’s “entitlement orders” 's instructions with respect to such uncertificated security without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if If any issuer of any Investment Related Property Pledged Equity Interest or Pledged Debt is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property Pledged Equity Interest or Pledged Debt to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property Pledged Equity Interest or Pledged Debt for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, to the extent required by the Credit Agreement or this Agreement it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially agreement, in form and substance reasonably satisfactory to the form of Exhibit C hereto Collateral Agent, pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it to the extent required by the Credit Agreement or this Agreement such Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially agreement, in form and substance reasonably satisfactory to the form of Exhibit D heretoCollateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each To the extent required by the Credit Agreement or this Agreement, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each to the extent required by the Credit Agreement or this Agreement such Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisablenecessary, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon Subject to the terms of the Intercreditor Agreement, upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities EntitlementsEntitlements and with respect to any Commodities Accounts (other than Excluded Accounts), it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement or the commodities intermediary maintaining such Commodities Account, as the case may be, to enter into an agreement substantially in the form of Exhibit C hereto a Control Agreement pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such GrantorGrantor or otherwise establish Collateral Agent’s control over such account to the reasonable satisfaction of Collateral Agent. With respect to each Deposit Account and any Investment Related Property that is a “Deposit Account,” (other than any Excluded Account) it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretoa Control Agreement, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement Control Agreement or agreements with respect to: (iA) any Securities Accounts, Securities Entitlements Entitlements, Commodities Accounts or Deposit Accounts that exist on the Closing Date, subject to Section 5.14(d) of the Credit DateAgreement, as of or prior to the Credit Date and Closing Date, (iiB) any Securities Accounts, Securities Entitlements Entitlements, Commodities Accounts or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts, Commodities Accounts or Deposit Accounts. , and (C) any Securities Accounts, Securities Entitlements, Commodities Accounts or Deposit Accounts that are acquired after the Closing Date, within ten (10) Business Days following the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts, Commodities Accounts or Deposit Accounts, in each case, other than Excluded Accounts; and In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure ensure the validity, perfection and priority of the security interest of the Collateral AgentAgent subject to Permitted Liens. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without upon written notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without upon written notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations. Notwithstanding anything to the contrary set forth herein, Collateral Agent shall not exercise any rights or remedies against any Controlled Account unless an Event of Default shall have occurred and is continuing.

Delivery and Control. Each Grantor shall have entered into a Control Agreement with respect to: (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to and any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit other than any Excluded Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts), Securities Entitlements or Deposit Accounts that exist on the Credit Date, as Closing Date (subject to Section 5.14 of or prior to the Credit Date Agreement) and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts, except, in each case, with respect to Deposit Accounts set forth in the proviso of the preceding sentence. With respect to any Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into a Control Agreement pursuant to which such securities intermediary agrees, after the occurrence of a Cash Dominion Event and the delivery by the Administrative Agent of a Control Notice, to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Deposit Account that is not an Excluded Account, it shall cause the depositary institution maintaining such account to enter into a Control Agreement, pursuant to which such depositary institution agrees, after the occurrence of a Cash Dominion Event and the delivery by the Administrative Agent of a Control Notice, to direct disposition of the funds in the Deposit Account on each Business Day to the Collateral Account without further consent by such Grantor. Upon the occurrence and during the continuance of a Cash Dominion Event, the Administrative Agent may deliver a Control Notice to the applicable securities intermediary or depositary institution at which any Securities Accounts or Securities Entitlements, or any Depositary Accounts that are not Excluded Accounts is maintained. Notwithstanding the foregoing, to the extent any Post-Closing Term Loan Indebtedness permitted under the Credit Agreement (including any extension, refinancing, renewal or replacement of any of such Indebtedness permitted by Section 6.01(j) of the Credit Agreement) is outstanding, and the Collateral under this Section 4.07 constitutes Term Loan Priority Collateral, the foregoing requirements for control shall be deemed satisfied if the collateral agent (or its agents or bailees) in respect of any such Post-Closing Term Loan Indebtedness shall have control (within the meaning of any applicable legal requirement for perfection) over such Investment Related Property. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the such issuer that is a Grantor or Subsidiary of a Grantor to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisablereasonably necessary, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Administrative Agent. Upon the occurrence and during the continuation of an Event of Default, the Collateral Administrative Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Administrative Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. Each Grantor agrees that with respect to (i) any Investment Related Property in which it currently has rights (other than the Capital Stock) it shall comply with the provisions of this Section 3.04(c) on or before the Closing Date, (ii) with respect to the Capital Stock it shall comply with the provisions of this Section 3.04(c) on or before the 31st day following the Closing Date and (iii) with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 3.04(c) within ten days upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Agent. With respect to any Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account), it shall use commercially reasonable efforts to cause the issuer of such uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an Uncertificated Securities Control Agreement pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. With respect to any Investment Related Property consisting of Securities Accounts Accounts, Securities Entitlements or Securities EntitlementsCommodities Accounts, it shall use commercially reasonable efforts to cause the securities intermediary maintaining such Securities Account, Securities Entitlements or Commodities Accounts to execute a Securities Account or Securities Entitlement to enter into an agreement substantially Control Agreement (or, in the case of Commodities Accounts, a substantially similar agreement in form of Exhibit C hereto and substance reasonably acceptable to the Collateral Agreement) pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” during the continuance of an Event of Default without further consent by such Grantor. With respect to any ­NY12534:167338.25 Investment Related Property that is a “Deposit Account,” it shall use commercially reasonable efforts to cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, a Deposit Account Control Agreement pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of soon as practicable and in no event later than October 31, 2006, or prior at such other reasonable period agreed to by the Credit Date Collateral Agent and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property having a fair market value in excess of $2,000,000 is located in a jurisdiction outside of the United States, each Grantor shall take such reasonable additional actions, including, without limitation, causing including using commercially reasonable efforts to cause the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon During the occurrence continuance of an Event of Default, the Collateral Agent shall have the right, without with prior written notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, during the continuance of an Event of Default the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to To the extent required under the Credit Agreement, each Grantor agrees that it shall not own any interest in any Investment Related Property consisting of Securities Accounts or (other than Securities EntitlementsAccounts constituting Excluded Accounts), unless it shall cause have caused the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto or such form reasonably satisfactory to the Collateral Agent pursuant to which it shall agree to comply with the Collateral Agent’s “'s "entitlement orders” " without further consent by such Grantor. With respect to To the extent required under the Credit Agreement, each Grantor agrees that it shall not own any interest in any Investment Related Property that is a “"Deposit Account,"(other than a Deposit Account constituting an Excluded Account,” ) unless it shall cause have caused the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretohereto or such form reasonably satisfactory to the Collateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “"control” " (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each To the extent required under the Credit Agreement, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts owned by it that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts owned by it that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is a direct Subsidiary of a Grantor and is located in a jurisdiction outside of the United States, each (other than the issuers listed on Schedule 4.4(D) such Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be reasonably necessary or advisable, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any timetime following the occurrence and during the continuation of an Event of Default, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “'s "entitlement orders” " without further consent by such Grantor. With respect to any Investment Related Property that is a “"Deposit Account,” " (other than an Excluded Account), it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretoagreement, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “"control” " (within the meaning of Section 9-104 of the UCC) over such Deposit Account. The Grantors shall deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Grantor into such Deposit Accounts. At all times prior to the occurrence of a Cash Dominion Event, the Grantors shall have full access to the cash on deposit in such Deposit Accounts, and the Collateral Agent agrees not to deliver a control notice or take any other action to control such Deposit Accounts unless and until a Cash Dominion Event has occurred. Upon the occurrence of a Cash Dominion Event, with respect to any Deposit Account (other than an Excluded Account), the Collateral Agent may and shall give instructions and directions to such bank or depositary institution to wire all amounts on deposit in such Deposit Account each Business Day to the Administrative Agent's Account. All amounts received or deposited into the Administrative Agent's Account after the occurrence of a Cash Dominion Event shall be applied to the payment of the outstanding Obligations in accordance with the Financing Agreement. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Excluded Accounts) that exist on the Credit Closing Date, as of or prior to the Credit date that is 30 days after the Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Excluded Accounts) that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to Notwithstanding the foregoing, if any issuer until such time as an Event of any Investment Related Property Default has occurred and is located in a jurisdiction outside of the United Statescontinuing, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest upon request of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent no Grantor shall have the right, without notice be required to (i) obtain control agreements with respect to any Grantor, Investment Account located in a foreign jurisdiction or (ii) obtain control agreements with respect to transfer all or any portion Investment Accounts the balances of which are less than $100,000 in the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominationsaggregate.

Delivery and Control. Each Grantor agrees that with respect to (i) any Investment Related Property in which it currently has rights (other than the Company Stock) it shall comply with the provisions of this Section 3.4(c) on or before the Closing Date, (ii) with respect to the Company Stock it shall comply with the provisions of this Section 3.4(c) on or before the 31st day following the Closing Date and (iii) with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 3.4(c) within ten days upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Agent. With respect to any Investment Related Property that is represented by a certificate or that is an "instrument" (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an "effective indorsement" (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a "certificated security" for purposes of the UCC. With respect to any Investment Related Property that is an "uncertificated security" for purposes of the UCC (other than any "uncertificated securities" credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) (x) execute an Uncertificated Securities Control Agreement pursuant to which such issuer agrees to comply with the Collateral Agent's instructions with respect to such uncertificated security without further consent by such Grantor and (y) deliver an opinion of counsel in form and substance reasonably satisfactory to the Collateral Agent that upon execution of such Uncertificated Securities Control Agreement, the Collateral Agent will have the benefit of a perfected security interest for the benefit of the Secured Parties in the Grantor's interests in such uncertificated security. With respect to any Investment Related Property consisting of Securities Accounts Accounts, Securities Entitlements or Securities EntitlementsCommodities Accounts, it shall (i) cause the securities intermediary maintaining such Securities Account, Securities Entitlements or Commodities Accounts to execute a Securities Account or Securities Entitlement to enter into an agreement substantially Control Agreement (or, in the case of Commodities Accounts, a substantially similar agreement in form of Exhibit C hereto and substance reasonably acceptable to the Collateral Agreement) pursuant to which it shall agree to comply with the Collateral Agent’s “'s "entitlement orders” " without further consent by such Grantor and (ii) deliver an opinion of counsel in form and substance reasonably satisfactory to the Collateral Agent that upon execution by the securities intermediary of such Securities Account Control Agreement (or such agreement substantially similar thereto in the case of Commodities Accounts), the Collateral Agent will have the benefit of a perfected security interest for the benefit of the Secured Parties in the Grantor's interests in such Securities Accounts, Securities Entitlements or Commodities Accounts. With respect to any Investment Related Property that is a “"Deposit Account,” " it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, a Deposit Account Control Agreement pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “"control” " (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such reasonable additional actions, including, without limitation, including causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations. Notwithstanding anything to the contrary set forth herein, Grantors may maintain Deposit Accounts without delivering a Deposit Account Control Agreement, provided that (i) the average aggregate overnight balances in all such accounts do not exceed $1,000,000 during any period of seven consecutive days and (ii) the aggregate balances in all such accounts do not exceed $10,000,000 at any time.

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Closing Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) immediately upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Administrative Agent. With respect to any Investment Related Property consisting of evidencing an amount greater than $250,000 that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Accounts or Securities Entitlements, Account) it shall cause such certificate or instrument to be delivered to the securities intermediary maintaining Administrative Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such Securities Account or Securities Entitlement to enter into an agreement substantially in certificate constitutes a “certificated security” for purposes of the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such GrantorUCC. With respect to any Investment Related Property that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account or any “Deposit Account,uncertificated securities” which are General Intangibles), it shall cause the depositary institution maintaining issuer of such account uncertificated security to enter into either (i) register the Administrative Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in form and substance reasonably satisfactory to the form of Exhibit D heretoAdministrative Agent, pursuant to which such issuer agrees to comply with the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements Administrative Agent’s instructions with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into uncertificated security without further consent by such Securities Accounts or Deposit AccountsGrantor. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, upon the request of the Administrative Agent, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Administrative Agent, subject to Permitted Liens. Upon the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Administrative Agent shall have the right at any timetime following the occurrence and during the continuance of an Event of Default, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property Accounts consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or otherwise reasonably acceptable to the Collateral Agent) pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretohereto (or otherwise reasonably acceptable to the Collateral Agent) (a “Deposit Account Control Agreement”), pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) ), subject to the terms of the Intercreditor Agreement, and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account; provided that the Grantors shall not be required to comply with this sentence with respect to Deposit Accounts that (A) are used exclusively to fund payroll or (B) have an aggregate balance for all such Deposit Accounts of $5,000,000 or less. Each Subject to the proviso to the immediately preceding sentence, each Grantor shall have entered into such control agreement or agreements with respect to: (i) subject to clause (iii) below, any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Date and Closing Date, (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts and (iii) no later than ninety (90) days after the Closing Date (as such date may be extended by the Administrative Agent), any Securities Accounts. In addition , Securities Entitlements or Deposit Accounts to the foregoing, if any issuer of any Investment Related Property is extent held at a financial institution located in a jurisdiction outside of the United StatesCanada. If any Grantor fails to comply with this covenant with respect to Deposit Accounts, each such Grantor shall take have ten (10) days to either (x) transfer funds in an amount sufficient to bring such additional actions, including, without limitation, causing the issuer Grantor into compliance with this covenant from Deposit Accounts not covered by Deposit Account Control Agreements to register the pledge on its books and records Deposit Accounts covered by Deposit Account Control Agreements or making such filings (y) enter into one or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of more Deposit Account Control Agreements with the Collateral AgentAgent and the depository institutions at which such Deposit Accounts are not covered by Deposit Account Control Agreements maintained in accordance with the provisions of this Section 4.4.4(c) such that Grantors will then be in compliance with this covenant. Upon the occurrence of Failure to comply within such ten (10) day period shall constitute an Event of Default. Reference is hereby made to that certain Blocked Account Control Agreement, dated as of May 2, 2005, by and among NewPageCo, JPMorgan Chase Bank, N.A., in its capacity as Collateral Agent for the Revolving Credit Claimholders (as defined in the Intercreditor Agreement), including its successors and assigns from time to time (the “Revolving Credit Agent”), and The Bank of New York, in its capacity as Priority Lien Collateral Trustee for the Priority Lien Claimholders (as defined in the Intercreditor Agreement), including its successors and assigns from time to time (the “Priority Lien Collateral Trustee”; and together with the Revolving Credit Agent, the “Collateral Lien Holders”) and JPMorgan Chase Bank, N.A as the Depository, entered into with respect to the post office box and Deposit Accounts identified therein (the “2005 Deposit Account Control Agreement”). NewPageCo and the other Grantors party hereto hereby agree and acknowledge that the 2005 Deposit Account Control Agreement shall be deemed to constitute a “Deposit Account Control Agreement” that has been executed and delivered in connection with this Agreement in order to perfect the security interest granted to the Collateral Agent shall have (for the right, without notice to any Grantor, to transfer all or any portion benefit of itself and the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominationsother Secured Parties) hereunder.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit AccountAccount (it being understood that the relevant depository bank shall also have control). Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 3.4(c) on or before the date this agreement becomes effective as set forth in Section 12 (unless otherwise provided herein) and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 3.4(c) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Collateral Agent. With respect to any Investment Related Property that is represented by a certificate or that is an "instrument" (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an "effective indorsement" (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a "certificated security" for purposes of the UCC. With respect to any Investment Related Property that is an "uncertificated security" for purposes of the UCC (other than any "uncertificated securities" credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B, pursuant to which such issuer agrees to comply with the Collateral Agent's instructions with respect to such uncertificated security without further consent by such Grantor. With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “'s "entitlement orders” " without further consent by such Grantor. With respect to any Investment Related Property that is a “"Deposit Account,” " it shall shall, subject to Section 5.01(o) of the Credit Agreement, not later than (A) the Effective Date, or (B) so long as such Grantor has in place standing wire instructions with the applicable depositary bank instructing such depositary bank to remit all available cash balances in such Deposit Account to the Cash Collateral Account on a daily basis, within 45 days after the Effective Date, cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretoD, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “"control” " (within the meaning of as defined in Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon At any time during the occurrence continuation of an Event of a Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. Each Grantor shall have entered into a Control Agreement with respect to: (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to and any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit other than any Excluded Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts), Securities Entitlements or Deposit Accounts that exist on the Credit Date, as Closing Date (subject to Section 5.14 of or prior to the Credit Date Agreement) and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts, except, in each case, with respect to Deposit Accounts set forth in the proviso of the preceding sentence. With respect to any Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into a Control Agreement pursuant to which such securities intermediary agrees, after the occurrence of a Cash Dominion Event and the delivery by the Administrative Agent of a Control Notice, to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Deposit Account that is not an Excluded Account, it shall cause the depositary institution maintaining such account to enter into a Control Agreement, pursuant to which such depositary institution agrees, after the occurrence of a Cash Dominion Event and the delivery by the Administrative Agent of a Control Notice, to direct disposition of the funds in the Deposit Account on each Business Day to the Collateral Account without further consent by such Grantor. Upon the occurrence and during the continuance of a Cash Dominion Event, the Administrative Agent may deliver a Control Notice to the applicable securities intermediary or depositary institution at which any Securities Accounts or Securities Entitlements, or any Depositary Accounts that are not Excluded Accounts is maintained. Notwithstanding the foregoing, so long as any obligations under the Term Loan Credit Agreement shall remain outstanding, the foregoing requirements for control shall be deemed satisfied if the Term Loan Collateral Agent (or its agents or bailees) shall have control (within the meaning of any applicable legal requirement for perfection) over such Investment Related Property. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the such issuer that is a Grantor or Subsidiary of a Grantor to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisablereasonably necessary, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Administrative Agent. Upon the occurrence and during the continuation of an Event of Default, the Collateral Administrative Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Administrative Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities EntitlementsEntitlements (other than Excluded Accounts), within the later of (x) ninety (90) days after the Closing Date and (y) ninety (90) days after the creation or acquisition thereof (or such later date as may be agreed in writing by the Term Collateral Agent in its reasonable discretion), it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an a control agreement substantially in form and substance reasonably satisfactory to the form of Exhibit C hereto Term Collateral Agent) pursuant to which it shall agree to comply (subject to the provisions thereof) with the Term Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property consisting of Commodities Accounts (other than Excluded Accounts), within the later of (x) ninety (90) days after the Closing Date and (y) ninety (90) days after the creation or acquisition thereof (or such later date as may be agreed in writing by the Term Collateral Agent in its reasonable discretion), it shall cause the commodities intermediary maintaining such Commodities Account to enter into an agreement in form and substance reasonably satisfactory to the Term Collateral Agent pursuant to which the Term Collateral Agent (subject to the provisions thereof) shall have “control” (within the meaning of Section 9-106 of the UCC) over such Commodities Account. With respect to any Investment Related Property that is a “Deposit Account,” Account (other than Excluded Accounts), subject to Section 5.14 of the Term Loan Agreement, within the later of (x) ninety (90) days after the Closing Date and (y) ninety (90) days after the creation or acquisition thereof (or such later date as may be agreed in writing by the Term Collateral Agent in its reasonable discretion), it shall cause the depositary institution maintaining such account to enter into an a control agreement substantially in form and substance reasonably satisfactory to the form of Exhibit D heretoTerm Collateral Agent), pursuant to which the Term Collateral Agent (subject to the provisions thereof) shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-9 104 of the UCC) over such Deposit Account. Each Notwithstanding anything to the contrary contained in this Section 4.4.4(b)(i), to the extent that any such Investment Related Property constitutes Revolving Priority Collateral, prior to the Discharge of Revolving Obligations, each applicable Grantor shall satisfy the requirements of this subsection by establishing the control of the Revolving Collateral Agent over such Investment Account in accordance with the terms of the Revolving Security Agreement and the Intercreditor Agreement. Subject to Section 5.14 of the Term Loan Agreement, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements Entitlements, Commodities Accounts or Deposit Accounts (other than Excluded Accounts) that exist on the Credit Closing Date, as of or prior to the Credit Closing Date (or such later time as provided in the two preceding sentences) and (ii) any other Securities Accounts, Securities Entitlements Entitlements, Commodities Accounts or Deposit Accounts (other than Excluded Accounts) that are created or acquired after the Credit Closing Date, as within the later of or prior to (x) ninety (90) days after the Closing Date and (y) ninety (90) days after the deposit or transfer of any such Securities Entitlements or fundsfunds (or such later date as may be agreed in writing by the Term Collateral Agent in its reasonable discretion), whether constituting moneys or investments, into such Securities Accounts, Commodities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.; and

Delivery and Control. (i) With respect to any Investment Related Property constituting Collateral consisting of Securities Accounts or Securities Security Entitlements, it shall shall, to the extent not already in place prior to the Petition Date, cause the securities intermediary maintaining such Securities Account or Securities Entitlement Security Entitlements to enter into an agreement substantially in form and substance satisfactory to the form of Exhibit C hereto Grantee, pursuant to which it shall agree to comply with the Collateral AgentGrantee’s “entitlement orders” Entitlement Orders without further consent by such the Grantor. With respect to any Investment Related Property constituting Collateral that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in form and substance satisfactory to the form of Exhibit D heretoGrantee, pursuant to which the Collateral Agent Grantee shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each The Grantor shall have entered into such control agreement or agreements with respect to: to (i) any Securities Accounts, Securities Security Entitlements or Deposit Accounts that exist on the Credit DateClosing Date (other than Excluded Accounts), as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Security Entitlements or Deposit Accounts (other than Excluded Accounts) that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Security Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent Grantee shall have the right, without notice to any the Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, upon the Collateral Agent occurrence and during the continuation of an Event of Default, the Grantee shall have the right at any time, without notice to any the Grantor, to exchange any certificates or instruments representing any Investment Related Property constituting Collateral for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts (other than any Securities Account(s) having a balance of less than $1,000,000, individually or Securities Entitlementsin the aggregate), it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in form reasonably acceptable to the form of Exhibit C hereto Collateral Agent pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” established after the Closing Date, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in form reasonably acceptable to the form of Exhibit D heretoCollateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account; provided, however, that no such agreement shall be required with respect to any Deposit Account with a balance of $250,000 or less, and which has not, in the reasonable judgment of the Collateral Agent, been established for the purpose of evading obligations under this Agreement. Each Subject to the terms of the post-closing letter, dated as of the Closing Date, executed by Company and the other terms of this Section 4.4.4, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Dateentered, as of or prior to the Credit Date Closing Date, into such control agreements with respect to such accounts as required in this clause (c) that exist on the Closing Date, and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that shall enter into control agreements with respect to such accounts as are created or acquired after the Credit Date, Closing Date as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accountsaccounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and continuation of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the First Lien Collateral Agent’s or Collateral Agent’s, as the case may be, “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit AccountAccount (it being understood that the First Lien Collateral Agent, and the relevant depository bank shall also have control). Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Datedate hereof, as of or prior to the Credit Date date hereof and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Datedate hereof, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, subject the Intercreditor Agreement, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, subject to the Intercreditor Agreement, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit AccountAccount (it being understood that the collateral agent under the Second Lien Credit Agreement, to the extent described in the relevant deposit account control agreement, and the relevant depository bank shall also have control). Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Datedate hereof, as of or prior to the Credit Date date hereof and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Datedate hereof, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (iEach Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.4(c) on or before the Credit Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.4(c) immediately upon acquiring rights therein. With respect to any Investment Related Property consisting of Securities Accounts Accounts, Securities Entitlements or Securities EntitlementsDeposit Accounts, it shall cause the securities intermediary or depositary institution, as the case may be, maintaining such Securities Account or Account, Securities Entitlement or Deposit Account to enter into an agreement substantially in the form of Exhibit C B hereto or such other form reasonably satisfactory to the Secured Party pursuant to which it shall agree to comply with the Collateral AgentSecured Party’s “entitlement orders” or “instructions”, as the case may be, without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered enter into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral AgentSecured Party. Upon the occurrence of an Event of Default, the Collateral Agent Secured Party shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent Secured Party shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially agreement, in form and substance reasonably satisfactory to the form of Exhibit C hereto Administrative Agent, pursuant to which it shall agree to comply with the Collateral Administrative Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially agreement, in form and substance reasonably satisfactory to the form of Exhibit D heretoAdministrative Agent, pursuant to which the Collateral Administrative Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account; provided that, in the case of any Deposit Account constituting Prepetition Collateral, or in which Prepetition Collateral is on deposit, the Prepetition Agent may also have control (in addition to the Administrative Agent). The Grantors shall deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all collections (of a nature susceptible to a deposit in a bank account) constituting Collateral or the proceeds of Collateral and all other amounts constituting Collateral or the proceeds of Collateral received by any Grantor into such Deposit Accounts. So long as no Event of Default has occurred and is continuing, the Grantors shall have full access to the cash on deposit in such Deposit Accounts, and the Administrative Agent agrees not to deliver a control notice or take any other action to control such Deposit Accounts unless and until an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, with respect to any Deposit Account constituting a Investment Account, the Administrative Agent may give instructions and directions to the relevant bank or depositary institution to wire all amounts on deposit in such Deposit Account each Business Day to the Administrative Agent’s Account. All amounts received or deposited into the Administrative Agent’s Account after the occurrence of an Event of Default shall be applied to the payment of the outstanding Obligations in accordance with the Financing Agreement. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Effective Date, subject to Section 5.21 of the Financing Agreement, as of or prior to the Credit Date Effective Date, and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Effective Date, as of or prior to the deposit or transfer of any such Securities Entitlements or fundsfunds constituting Collateral, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) Each Grantor agrees that, with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.4(c) on or before the Issue Date and, with respect to any Investment Related Property hereafter acquired by such Grantor, it shall comply with the provisions of this Section 4.4.4(c) immediately upon acquiring rights therein. With respect to any Investment Related Property consisting of Securities Accounts or Accounts, Securities Entitlements, Commodities Accounts, or Deposit Accounts (other than ZBA Accounts), it shall cause the securities intermediary or depositary institution, as the case may be, maintaining such Securities Account Account, Securities Entitlement, Commodities Accounts, or Securities Entitlement Deposit Accounts (other than ZBA Accounts), to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “Secured Party's "entitlement orders” " or "instructions", as the case may be, without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements Entitlements, Commodities Accounts, or Deposit Accounts (other than ZBA Accounts), that exist on the Credit Issue Date, as of or prior to the Credit Date Issue Date, and (ii) any Securities Accounts, Securities Entitlements Entitlements, Commodities Accounts, or Deposit Accounts (other than ZBA Accounts), that are created or acquired after the Credit Issue Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts Accounts, Concentration Accounts, Commodities Accounts, or Deposit Accounts (other than ZBA Accounts). In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral AgentSecured Party. Upon the occurrence of an Event of Default, the Collateral Agent Secured Party shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent Secured Party shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.4(c) on or before the Credit Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.4(c) immediately upon acquiring rights therein. With respect to any Investment Related Property consisting of Securities Accounts or (other than De Minimis Securities Accounts), Securities Entitlements (other than De Minimis Securities Entitlements), Concentration Accounts, Insurance Concentration Accounts or Collection Accounts, except as otherwise in compliance with Section 5.17(g) of the Credit Agreement, it shall cause the securities intermediary or depositary institution, as the case may be, maintaining such Securities Account Account, Securities Entitlement, Concentration Accounts, Government Receivables Concentration Accounts or Securities Entitlement Collection Accounts to enter into an agreement substantially in the form of Exhibit C hereto hereto, or otherwise in form and substance reasonably satisfactory to the Joint Collateral Agent, pursuant to which it shall agree to comply with the Joint Collateral Agent’s “'s "entitlement orders” " or "instructions", as the case may be, without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts (other than De Minimis Securities Accounts), Securities Entitlements (other than De Minimis Securities Entitlements), Concentration Accounts, Insurance Concentration Accounts or Deposit Collection Accounts that exist on the Credit Date, as of or prior to the Credit Date Date, except as otherwise in compliance with Section 5.17(g) of the Credit Agreement and (ii) any Securities Accounts (other than De Minimis Securities Accounts), Securities Entitlements (other than De Minimis Securities Entitlements), Concentration Accounts, Insurance Concentration Accounts or Deposit Collection Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts, Concentration Accounts, Government Receivables Concentration Accounts or Deposit Collection Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actionsactions as reasonably requested by the Joint Collateral Agent, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Joint Collateral Agent. Upon the occurrence of and during the continuation of an Event of Default, the Joint Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 3.4(c) on or before the date hereof and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 3.4(c) promptly upon acquiring rights therein, in each case in form and substance satisfactory to the Collateral Agent. With respect to any Investment Related Property that is represented by a certificate or that is an "instrument" (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an "effective indorsement" (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a "certificated security" for purposes of the UCC. With respect to any Investment Related Property that is an "uncertificated security" for purposes of the UCC (other than any "uncertificated securities" credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto, pursuant to which such issuer agrees to comply with the Collateral Agent's instructions with respect to such uncertificated security without further consent by such Grantor. With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “'s "entitlement orders” " without further consent by such Grantor. With respect to any Investment Related Property that is a “`Deposit Account,” " it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “"control” " (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, foregoing if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any timetime upon the occurrence and during the continuance of an Event of Default, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.