Common use of Uncertificated Pledged Collateral Clause in Contracts

Uncertificated Pledged Collateral. Such Grantor will cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it, such Grantor will, for Subsidiary Pledged Collateral, take any actions necessary, or for all other Pledged Collateral, use commercially reasonable efforts to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent or its bailee for perfection to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary, cause such securities intermediary to enter into a Securities Account Control Agreement giving the Administrative Agent or its bailee for perfection Control. Notwithstanding the foregoing, if any uncertificated securities constituting Collateral are subsequently represented by certificates, such certificates shall be delivered to the Administrative Agent or its bailee for perfection in accordance with Section 4.4. Each issuer of uncertificated securities that is a party hereto agrees that after the occurrence and during the continuance of an Event of Default it will comply with instructions of the Administrative Agent with respect to such uncertificated securities without further consent by the applicable Grantor.

Uncertificated Pledged Collateral. Such Grantor will permit the Collateral Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Collateral Agent granted pursuant to this Security Agreement. With Within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, with respect to any Pledged Collateral owned by it, such Grantor will, for Subsidiary Pledged Collateral, will take any actions necessary, or for all other Pledged Collateral, use commercially reasonable efforts necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Collateral Agent or its bailee for perfection to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediaryintermediary (including in connection with a Securities Account), on or within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, cause such securities intermediary to enter into a Securities Account Control Agreement control agreement with the Collateral Agent, in form and substance satisfactory to the Collateral Agent, giving the Administrative Collateral Agent or its bailee for perfection Control. Notwithstanding the foregoing, if any uncertificated securities constituting Collateral are subsequently represented by certificates, such certificates shall be delivered to the Administrative Agent or its bailee for perfection in accordance with Section 4.4. Each issuer of uncertificated securities that is a party hereto agrees that after the occurrence and during the continuance of an Event of Default it will comply with instructions of the Administrative Agent with respect to such uncertificated securities without further consent by the applicable Grantor.

Uncertificated Pledged Collateral. Such Grantor The Grantors will permit the Collateral Agent from time to time to cause (subject to the terms of the Intercreditor Agreement) the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it with respect to which a Grantor owns 50% or more of the Equity Interests of the issuer of such Pledged Collateral not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Collateral Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it, such Grantor will, for Subsidiary Pledged Collateral, The Grantors will take any actions necessary, or for all other Pledged Collateral, use commercially reasonable efforts reasonably necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral with respect to which a Grantor owns 50% or more of the Equity Interests of the issuer of such Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Collateral Agent or its bailee for perfection to have and retain Control over such Pledged CollateralCollateral (subject to the terms of the Intercreditor Agreement). Without limiting the foregoing, such each applicable Grantor willwill use its commercially reasonable efforts to cause, with respect to any such Pledged Collateral held with a securities intermediaryintermediary in an account with an aggregate asset value of $2,500,000 or more, cause such securities intermediary to enter into a Securities Account Control Agreement control agreement with the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent, giving the Administrative Collateral Agent or its bailee for perfection Control. Notwithstanding the foregoing, if any uncertificated securities constituting Collateral are subsequently represented by certificates, such certificates shall be delivered Control (subject to the Administrative Agent or its bailee for perfection in accordance with Section 4.4. Each issuer of uncertificated securities that is a party hereto agrees that after the occurrence and during the continuance of an Event of Default it will comply with instructions terms of the Administrative Agent with respect to such uncertificated securities without further consent by the applicable GrantorIntercreditor Agreement).

Uncertificated Pledged Collateral. Such Subject to the Intercreditor Agreement, such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers Issuers (and, if held with a securities intermediarySecurities Intermediary, such securities intermediarySecurities Intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With Subject to the Intercreditor Agreement, with respect to any Pledged Collateral owned by it, such Grantor will, for Subsidiary Pledged Collateral, take any actions necessary, or for all other Pledged Collateral, will use commercially its reasonable efforts to cause (a) the issuers Issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary Securities Intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent or its bailee for perfection to have and retain Control (subject to the Intercreditor Agreement) over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediarySecurities Intermediary, use commercially reasonable efforts to cause such securities intermediary Securities Intermediary to enter into a Securities Account Control Agreement control agreement with the Administrative Agent, in form and substance satisfactory to the Administrative Agent, giving the Administrative Agent or its bailee for perfection Control. Notwithstanding the foregoing, if any uncertificated securities constituting Collateral are subsequently represented by certificates, such certificates shall be delivered Control (subject to the Administrative Agent or its bailee for perfection in accordance with Section 4.4. Each issuer of uncertificated securities that is a party hereto agrees that after the occurrence and during the continuance of an Event of Default it will comply with instructions of the Administrative Agent with respect to such uncertificated securities without further consent by the applicable GrantorIntercreditor Agreement).

Uncertificated Pledged Collateral. (a) Such Grantor will cause the appropriate issuers that are Subsidiaries (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx mxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Collateral Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral issued by another Grantor included in the Collateral owned by it, such Grantor will, for Subsidiary will take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, take any actions necessary, or for all other to cause the Collateral Agent to have and retain Control over such Pledged Collateral. With respect to any Pledged Collateral issued by a Person other than a Grantor included in the Collateral owned by it, such Grantor will use its commercially reasonable best efforts to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Collateral Agent or its bailee for perfection to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, will with respect to any such Pledged Collateral held with a securities intermediary, to cause such securities intermediary to enter into a Securities Account Control Agreement control agreement with the Collateral Agent, in form and substance satisfactory to the Collateral Agent, giving the Administrative Collateral Agent or its bailee for perfection Control. Notwithstanding the foregoing, if any uncertificated securities constituting Collateral are subsequently represented by certificates, such certificates shall be delivered to the Administrative Agent or its bailee for perfection in accordance with Section 4.4. Each issuer of uncertificated securities that is a party hereto agrees that after the occurrence and during the continuance of an Event of Default it will comply with instructions of the Administrative Agent with respect to such uncertificated securities without further consent by the applicable Grantor.

Uncertificated Pledged Collateral. Such Grantor will (a) Each Credit Party hereby agrees that if any of the Pledged Collateral is at any time not evidenced by certificates of ownership, then each applicable Credit Party shall, to the extent permitted by applicable law, (i) cause the appropriate issuers (andor, if held with the issuer is not a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it, such Grantor will, for Subsidiary Pledged Collateral, take any actions necessary, or for all other Pledged CollateralSubsidiary, use commercially reasonable efforts to cause (acause) the issuers issuer to (x) cause such Pledged Collateral to constitute an “uncertificated security” (as such term is defined in Article 9 of uncertificated securities which are the UCC as in effect in the State of New York), and (y) execute and deliver to the Collateral Agent or the Lenders an acknowledgment of the pledge of such Pledged Collateral and an agreement that it will comply with instructions originated by the Collateral Agent without further consent of such Credit Party in a form that is reasonably satisfactory to the Collateral Agent or the Lenders, (bii) any securities intermediary which is the holder of any if necessary or desirable to perfect a security interest in such Pledged Collateral, execute any customary pledge forms or other documents necessary or appropriate to cause complete the Administrative Agent or its bailee pledge and give the Collateral Agent, for perfection the benefit of the Lenders, the right to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any transfer such Pledged Collateral held with a securities intermediaryunder the terms hereof, cause such securities intermediary to enter into a Securities Account Control Agreement giving the Administrative Agent or its bailee for perfection Control. Notwithstanding the foregoing, if any uncertificated securities constituting Collateral are subsequently represented by certificates, such certificates shall be delivered to the Administrative Agent or its bailee for perfection in accordance with Section 4.4. Each issuer of uncertificated securities that is a party hereto agrees that and (iii) after the occurrence and during the continuance of an any Event of Default it will comply with instructions Default, upon written request by the Collateral Agent or the Lenders, (A) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) the Organization Documents of each such issuer to be amended to provide that such Pledged Collateral shall be treated as “securities” for purposes of the Administrative Agent UCC, and (B) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) such Pledged Collateral to become certificated and delivered to the Collateral Agent, for the benefit of the Lenders, in accordance with the provisions of Section 4.3 hereof. At the reasonable request of the Collateral Agent, each Credit Party hereby agrees that if any of the Pledged Collateral are at any time not evidenced by certificates of ownership, such Credit Party shall, and shall cause the issuer thereof to (or if the issuer is not a Subsidiary, use commercially reasonable efforts to cause the issuer thereof to) enter agreements granting “control” to the Collateral Agent, for the benefit of the Lenders, with respect to such uncertificated securities without further consent Pledged Collateral or take any other action reasonably requested by the applicable GrantorCollateral Agent or the Lenders in order to perfect the security interest therein prior to all other Liens on such Pledged Collateral except, with respect to any equity interests of Subsidiaries, for Permitted Liens which have priority over, or are pari passu with, the security interest on such Pledged Collateral by operation of law and with respect to any other uncertificated securities, except for Permitted Liens.

Uncertificated Pledged Collateral. Such Grantor Promptly following PBGC’s request to either Obligor (but in the case of Spitz, only after payment of all Senior Obligations to BMT secured by Collateral described in this paragraph), such Obligor will permit PBGC from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it such Obligor not represented by certificates to xxxx their its books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien lien of the Administrative Agent PBGC granted pursuant to this Security Agreement. With Promptly following any such request, with respect to any Pledged Collateral owned by itsuch Obligor, such Grantor will, for Subsidiary Pledged Collateral, Obligor will take any actions necessary, or for all other Pledged Collateral, use commercially reasonable efforts necessary to cause (a1) the issuers of uncertificated securities which are Pledged Collateral Collateral, and (b2) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent or its bailee for perfection PBGC to have and retain Control over such Pledged Collateral. Without limiting the foregoing, promptly following any such Grantor request, such Obligor will, with respect to any such Pledged Collateral held with a securities intermediary, cause such securities intermediary to enter into a Securities Account Control Agreement control agreement with PBGC, in form and substance satisfactory to PBGC, giving the Administrative Agent or its bailee for perfection PBGC Control. Notwithstanding the foregoing, if any uncertificated securities constituting Collateral are subsequently represented by certificates, such certificates shall be delivered to the Administrative Agent or its bailee for perfection in accordance with Section 4.4. Each issuer of uncertificated securities that is a party hereto agrees that after the occurrence and during the continuance of an Event of Default it will comply with instructions of the Administrative Agent with respect to such uncertificated securities without further consent by the applicable Grantor.

Uncertificated Pledged Collateral. (a) Such Grantor will use commercially reasonable efforts to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Collateral Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by itit on the Closing Date, such Grantor will, for Subsidiary Pledged Collateral, take any actions necessary, or for all other Pledged Collateral, will use commercially reasonable efforts to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Collateral Agent or its bailee for perfection to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, (i) with respect to any such Pledged Collateral held with a securities intermediaryintermediary as of the Closing Date, cause such securities intermediary intermediary, no later than 90 days after the Closing Date (or such later date as the Collateral Agent shall agree), to enter into a control agreement with the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent, giving the Collateral Agent Control and (ii) otherwise with respect to any Pledged Collateral, prior to the opening or replacement of any Securities Account Control Agreement (including the replacement of any Securities Account in place as of the Closing Date) or any applicable securities intermediary receiving any Pledged Collateral, enter into a control agreement with such securities intermediary and the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent, giving the Administrative Collateral Agent or its bailee for perfection Control. Notwithstanding the foregoing, if With respect to any uncertificated securities constituting Collateral are subsequently represented by certificates, such certificates shall be delivered to the Administrative Agent or its bailee for perfection in accordance with Section 4.4. Each issuer of uncertificated securities Pledged Collateral consisting of partnership interests or limited liability company interests in which the Grantor owns less than 100% of such Equity Interests, Grantor shall use its commercially reasonable efforts to cause the partnership agreement or limited liability company agreement of such entity to be amended to include the following provision: “Notwithstanding any other provision of this agreement, in the event that is a party hereto agrees that after the occurrence and during the continuance of an Event of Default it will comply with instructions shall have occurred under that certain Credit and Guarantee Agreement (as such Credit and Guarantee Agreement may be amended, modified, supplemented or restated from time to time) dated as of September 30, 2010 among Clopay Xxxx True Temper Holding Corp., as Borrower, Clopay Xxxx True Temper LLC, certain subsidiaries of the Borrower, Xxxxxxx Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent (together with its successors and assigns, the “Collateral Agent”), and the lenders from time to time parties thereto, and the Collateral Agent shall exercise any of its rights and remedies with respect to such uncertificated securities equity interests in the company, then each [member][partner] hereby irrevocably consents to the transfer of any equity interest and all related management and other rights in the company to the Collateral Agent or any designee of the Collateral Agent. The Collateral Agent is a third-party beneficiary of this provision and this provision cannot be amended or repealed without further the consent by of the applicable GrantorCollateral Agent until the Credit Agreement has been discharged in full.”

Uncertificated Pledged Collateral. Such Subject to the terms of the ABL-Term Loan Intercreditor Agreement, such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx mark their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Canadian Security Agreement. With respect to any Pledged Collateral owned by it, such Grantor will, for Subsidiary Pledged Collateral, will take any necessary actions necessary, or for all other Pledged Collateral, use commercially reasonable efforts requested by the Administrative Agent to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent to have and retain Control over such Pledged Collateral (or its bailee for perfection until the Term Loan Obligation Payment Date, to cause the Term Loan Agent to have and retain Control over such Pledged Collateral, in accordance with the terms of the ABL-Term Loan Intercreditor Agreement in the case of any Pledged Collateral constituting Term Loan Priority Collateral). Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary, cause such securities intermediary to enter into a Securities Account Control Agreement with the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, giving the Administrative Agent Control (or its bailee for perfection Control. Notwithstanding until the foregoingTerm Loan Obligation Payment Date, if any uncertificated securities constituting Collateral are subsequently represented by certificates, such certificates shall be delivered to enter into a Control Agreement with the Administrative Term Loan Agent or its bailee for perfection in accordance with Section 4.4. Each the terms of the ABL-Term Loan Intercreditor Agreement in the case of any Pledged Collateral constituting Term Loan Priority Collateral).To the extent that any issuer of uncertificated securities that is a party hereto agrees that after the occurrence and during the continuance of an Event of Default it constitute Pledged Collateral shall issue certificates for such Pledged Collateral, such Grantor will comply with instructions of promptly notify the Administrative Agent and comply with the provisions of Section 4.4 with respect to such uncertificated securities without further consent by the applicable GrantorPledged Collateral.

Uncertificated Pledged Collateral. Such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx mxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it, such Grantor will, for Subsidiary Pledged Collateral, will take any actions necessary, or for all other Pledged Collateral, use commercially reasonable efforts necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral Investment Property and (b) any securities intermediary which is the holder of any such Pledged CollateralInvestment Property, to cause the Administrative Agent or its bailee for perfection to have and retain Control over such Pledged CollateralInvestment Property. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral Investment Property held with a securities intermediary, cause such securities intermediary to enter into a control agreement covering the applicable Pledged Investment Property (each a “Securities Account Control Agreement Agreement”) with the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, giving the Administrative Agent or its bailee for perfection Control. Notwithstanding At any time Availability is less than $50,000,000, Administrative Agent shall provide notice to the foregoing, if any uncertificated applicable securities constituting Collateral are subsequently represented by certificates, intermediaries that all Pledged Securities Accounts at such certificates securities intermediary shall be delivered to blocked and the Administrative Agent or its bailee for perfection in accordance with Section 4.4. Each issuer applicable securities intermediary shall act only upon the instruction of uncertificated securities that is a party hereto agrees that after the occurrence and during the continuance of an Event of Default it will comply with instructions of the Administrative Agent with respect to such uncertificated securities accounts. At any time that Administrative Agent provides a Notice of Exclusive Control (as defined in -11- that certain Securities Account Control Agreement, dated as of the date hereof, among State Street Bank and Trust Company (“State Street”), Administrative Agent, the Company and certain other parties thereto (the “State Street Control Agreement”)) under the State Street Control Agreement, all Investment Property of the Loan Parties held at State Street shall be immediately transferred to a securities account at Chase. Each Loan Party agrees from time to time to execute and deliver to Administrative Agent all agreements, documents or instruments necessary for Administrative Agent to effect the transfer of such Investment Property without further the consent by the applicable Grantoror approval of any other Person.

Uncertificated Pledged Collateral. Such Grantor will permit the Collateral Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediarySecurities Intermediary, such securities intermediarySecurities Intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Collateral Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it, such Grantor will, for Subsidiary will (a) give prompt written notice to the Collateral Agent of the acquisition or existence of any uncertificated securities which are Pledged Collateral, and (b) take reasonable any actions necessary, or for all other Pledged Collateral, use commercially reasonable efforts necessary to cause (ai) the issuers of uncertificated securities which are Pledged Collateral and (bii) any securities intermediary Securities Intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Collateral Agent or its bailee for perfection to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor (a) will, with respect to any such Pledged Collateral held with a securities intermediarySecurities Intermediary, give prompt written notice to the Collateral Agent of the existence of such Pledged Collateral and take all action necessary to cause such securities intermediary Securities Intermediary to enter into a Securities Account Control Agreement with the Collateral Agent giving the Administrative Collateral Agent or its bailee for perfection Control. Notwithstanding the foregoingControl over such Pledged Collateral and any account into which such Pledged Collateral is deposited (a “Securities Account”), if and (b) will not, at any time, permit uncertificated securities constituting Pledged Collateral are subsequently represented by certificates, such certificates shall with an aggregate fair market value in excess of $1,000,000 to be delivered held in any Securities Account not subject to the Administrative Agent or its bailee for perfection in accordance with Section 4.4. Each issuer of uncertificated securities that is a party hereto agrees that after the occurrence and during the continuance of an Event of Default it will comply with instructions of the Administrative Agent with respect to such uncertificated securities without further consent by the applicable GrantorControl Agreement.

Uncertificated Pledged Collateral. (a) Such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers that are Subsidiaries (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral issued by another Grantor included in the Collateral owned by it, such Grantor will, for Subsidiary will at the request of the Administrative Agent take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, take to cause the Administrative Agent to have and retain Control over such Pledged Collateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. With respect to any actions necessaryPledged Collateral issued by a Person other than a Grantor with an individual value in excess of $5,000,000 included in the Collateral owned by it, or for all other Pledged Collateral, such Grantor will at the request of the Administrative Agent use its commercially reasonable best efforts to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent or its bailee for perfection to have and retain Control over such Pledged CollateralCollateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. Without limiting the foregoing, such Grantor will, if requested by the Administrative Agent, with respect to any such Pledged Collateral held with a securities intermediary, cause such securities intermediary to enter into a Securities Account Control Agreement control agreement with the Administrative Agent, in form and substance satisfactory to the Administrative Agent, giving the Administrative Agent or its bailee for perfection Control. Notwithstanding the foregoing, if any uncertificated securities constituting Collateral are subsequently represented by certificates, such certificates shall be delivered to the Administrative Agent or its bailee for perfection in accordance with Section 4.4. Each issuer of uncertificated securities that is a party hereto agrees that after the occurrence and during the continuance of an Event of Default it will comply with instructions of the Administrative Agent Control other than with respect to such uncertificated securities without further consent by the applicable GrantorPledged Collateral that constitutes Permitted Investments in an Excluded Account.

Uncertificated Pledged Collateral. Such Subject to the terms of the ABL-Term Loan Intercreditor Agreement, such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this US Security Agreement. With respect to any Pledged Collateral owned by it, such Grantor will, for Subsidiary Pledged Collateral, will take any necessary actions necessary, or for all other Pledged Collateral, use commercially reasonable efforts requested by the Administrative Agent to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent to have and retain Control over such Pledged Collateral (or its bailee for perfection until the Term Loan Obligation Payment Date, to cause the Term Loan Agent to have and retain Control over such Pledged Collateral, in accordance with the terms of the ABL-Term Loan Intercreditor Agreement in the case of any Pledged Collateral constituting Term Loan Priority Collateral). Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary, cause such securities intermediary to enter into a Securities Account Control Agreement with the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, giving the Administrative Agent Control (or its bailee for perfection Control. Notwithstanding until the foregoingTerm Loan Obligation Payment Date, if any uncertificated securities constituting Collateral are subsequently represented by certificates, such certificates shall be delivered to enter into a Control Agreement with the Administrative Term Loan Agent or its bailee for perfection in accordance with Section 4.4the terms of the ABL-Term Loan Intercreditor Agreement in the case of any Pledged Collateral constituting Term Loan Priority Collateral). Each To the extent that any issuer of uncertificated securities that is a party hereto agrees that after the occurrence and during the continuance of an Event of Default it constitute Pledged Collateral shall issue certificates for such Pledged Collateral, such Grantor will comply with instructions of promptly notify the Administrative Agent and comply with the provisions of Section 4.4 with respect to such uncertificated securities without further consent by the applicable GrantorPledged Collateral.

Uncertificated Pledged Collateral. a) Such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers that are Subsidiaries (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral issued by another Grantor included in the Collateral owned by it, such Grantor will, for Subsidiary will at the request of the Administrative Agent take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, take to cause the Administrative Agent to have and retain Control over such Pledged Collateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. With respect to any actions necessaryPledged Collateral issued by a Person other than a Grantor with an individual value in excess of $5,000,000 included in the Collateral owned by it, or for all other Pledged Collateral, such Grantor will at the request of the Administrative Agent use its commercially reasonable efforts to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent or its bailee for perfection to have and retain Control over such Pledged CollateralCollateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. Without limiting the foregoing, such Grantor will, if requested by the Administrative Agent, with respect to any such Pledged Collateral held with a securities intermediary, cause such securities intermediary to enter into a Securities Account Control Agreement control agreement with the Administrative Agent, in form and substance satisfactory to the Administrative Agent, giving the Administrative Agent or its bailee for perfection Control. Notwithstanding the foregoing, if any uncertificated securities constituting Collateral are subsequently represented by certificates, such certificates shall be delivered to the Administrative Agent or its bailee for perfection in accordance with Section 4.4. Each issuer of uncertificated securities that is a party hereto agrees that after the occurrence and during the continuance of an Event of Default it will comply with instructions of the Administrative Agent Control other than with respect to such uncertificated securities without further consent by the applicable GrantorPledged Collateral that constitutes Permitted Investments in an Excluded Account.

Uncertificated Pledged Collateral. Such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it, promptly, upon request of the Administrative Agent, such Grantor will, for Subsidiary Pledged Collateral, will take any actions necessary, or for all other Pledged Collateral, use commercially reasonable efforts necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent or its bailee for perfection to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary, cause such securities intermediary within 60 days after the Filing Date to enter into a Securities Account Control Agreement control agreement with the Administrative Agent, in form and substance satisfactory to the Administrative Agent, giving the Administrative Agent or its bailee for perfection Control. Notwithstanding the foregoing, if any uncertificated securities constituting Collateral are subsequently represented by certificates, such certificates shall be delivered to the Administrative Agent or its bailee for perfection in accordance with Section 4.4. Each Grantor confirms and agrees that each issuer of uncertificated securities that is a party hereto agrees that after the occurrence and during the continuance of an Event of Default it will which are Pledged Collateral shall comply with any instructions of that are originated by the Administrative Agent with respect to such uncertificated securities without any further consent of such Grantor. Each Grantor that is an issuer of Pledged Collateral hereby acknowledges and agrees to comply with any instructions that are originated by the applicable GrantorAdministrative Agent without any further consent of any such Grantor in accordance with this Section.

Uncertificated Pledged Collateral. Such Grantor The Grantors will permit the Administrative Agent from time to time to cause (subject to the terms of the Intercreditor Agreement) the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of which are Pledged Collateral owned by it not represented by certificates with respect to which a Grantor owns more than 50% of the Capital Stock of the issuer of such uncertificated securities to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it, such Grantor will, for Subsidiary Pledged Collateral, The Grantors will take any actions necessary, or for all other Pledged Collateral, use commercially reasonable efforts reasonably necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral with respect to which a Grantor owns more than 50% of the Capital Stock of the issuer of such Pledged Collateral, and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent or its bailee for perfection to have and retain Control over such Pledged CollateralCollateral (subject to the terms of the Intercreditor Agreement). Without limiting the foregoing, such each applicable Grantor willwill use its commercially reasonable efforts to cause, with respect to any such Pledged Collateral held with a securities intermediaryintermediary in an account with an aggregate asset value of $1,000,000 or more, cause such securities intermediary to enter into a Securities Account Control Agreement control agreement with the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, giving the Administrative Agent or its bailee for perfection Control. Notwithstanding the foregoing, if any uncertificated securities constituting Collateral are subsequently represented by certificates, such certificates shall be delivered Control (subject to the Administrative Agent or its bailee for perfection in accordance with Section 4.4. Each issuer of uncertificated securities that is a party hereto agrees that after the occurrence and during the continuance of an Event of Default it will comply with instructions terms of the Administrative Agent with respect to such uncertificated securities without further consent by the applicable GrantorIntercreditor Agreement).

Uncertificated Pledged Collateral. Such Grantor will permit the Administrative Agent from time to time to cause (subject to the terms of the Term Loan/ABL Intercreditor Agreement) the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates certificates, in each case with respect to which a Grantor owns more than 50% of the Capital Stock of the issuer of such uncertificated securities, to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it, such Grantor will, for Subsidiary Pledged Collateral, will take any actions necessary, or for all other Pledged Collateral, use commercially reasonable efforts necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral with respect to which a Grantor owns more than 50% of the Capital Stock of the issuer of such uncertificated securities and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent or its bailee for perfection to have and retain Control over such Pledged CollateralCollateral (subject to the terms of the Term Loan/ABL Intercreditor Agreement). Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediaryintermediary in an account with an aggregate asset value of $2,000,000 or more, cause such securities intermediary to enter into a Securities Account Control Agreement control agreement with the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, giving the Administrative Agent or its bailee for perfection Control. Notwithstanding the foregoing, if any uncertificated securities constituting Collateral are subsequently represented by certificates, such certificates shall be delivered Control (subject to the Administrative Agent or its bailee for perfection in accordance with Section 4.4. Each issuer of uncertificated securities that is a party hereto agrees that after the occurrence and during the continuance of an Event of Default it will comply with instructions terms of the Administrative Agent with respect to such uncertificated securities without further consent by the applicable GrantorTerm Loan/ABL Intercreditor Agreement).

Uncertificated Pledged Collateral. Such Grantor The Grantors will permit the Agent from time to time to cause (subject to the terms of the Intercreditor Agreement) the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it with respect to which a Grantor owns 50% or more of the Equity Interests of the issuer of such Pledged Collateral not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it, such Grantor will, for Subsidiary Pledged Collateral, The Grantors will take any actions necessary, or for all other Pledged Collateral, use commercially reasonable efforts reasonably necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral with respect to which a Grantor owns 50% or more of the Equity Interests of the issuer of such Pledged Collateral, and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent or its bailee for perfection to have and retain Control over such Pledged CollateralCollateral (subject to the terms of the Intercreditor Agreement). Without limiting the foregoing, such each applicable Grantor willwill use its commercially reasonable efforts to cause, with respect to any such Pledged Collateral held with a securities intermediaryintermediary in an account with an aggregate asset value of $5,000,000 or more, cause such securities intermediary to enter into a Securities Account Control Agreement control agreement with the Agent, in form and substance satisfactory to the Agent, giving the Administrative Agent or its bailee for perfection Control. Notwithstanding the foregoing, if any uncertificated securities constituting Collateral are subsequently represented by certificates, such certificates shall be delivered Control (subject to the Administrative Agent or its bailee for perfection in accordance with Section 4.4. Each issuer of uncertificated securities that is a party hereto agrees that after the occurrence and during the continuance of an Event of Default it will comply with instructions terms of the Administrative Agent with respect to such uncertificated securities without further consent by the applicable GrantorIntercreditor Agreement).

Uncertificated Pledged Collateral. Such Subject to the terms, conditions and provisions of the Intercreditor Agreement, such Grantor will permit the Noteholder Collateral Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Noteholder Collateral Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it, upon the Noteholder Collateral Agent’s reasonable request, such Grantor will, for Subsidiary Pledged Collateral, will take any actions necessary, or for all other Pledged Collateral, use commercially reasonable efforts necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged CollateralCollateral (other than the Xxxxxxx Xxxxx Account), to cause the Administrative Noteholder Collateral Agent or its bailee for perfection to have and retain Control over such Pledged CollateralCollateral (subject to the terms, conditions and provisions of the Intercreditor Agreement). Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediaryintermediary (other than the Xxxxxxx Xxxxx Account), cause such securities intermediary to enter into a Securities Account Control Agreement giving with the Administrative Agent or its bailee for perfection Control. Notwithstanding the foregoingNoteholder Collateral Agent, if any uncertificated securities constituting Collateral are subsequently represented by certificates, such certificates shall be delivered (subject to the Administrative Agent or its bailee for perfection in accordance with Section 4.4. Each issuer of uncertificated securities that is a party hereto agrees that after the occurrence terms, conditions and during the continuance of an Event of Default it will comply with instructions provisions of the Administrative Agent with respect to such uncertificated securities without further consent by the applicable GrantorIntercreditor Agreement).

Uncertificated Pledged Collateral. Such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it, such Grantor will, for Subsidiary Pledged Collateral, will take any actions necessary, or for all other Pledged Collateral, use commercially reasonable efforts necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral Collateral, promptly upon the Administrative Agent’s request, and (b) any securities intermediary which is the holder of any such Pledged Collateral, in each case, to cause the Administrative Agent or its bailee for perfection to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, promptly upon the Administrative Agent’s reasonable request, with respect to any such Pledged Collateral held with a securities intermediary, cause such securities intermediary to enter into a Securities Account Control Agreement control agreement with the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, giving the Administrative Agent or its bailee for perfection Control. Notwithstanding the foregoing; provided, if any uncertificated securities constituting Collateral are subsequently represented by certificateshowever, that no such certificates control agreement shall be delivered to required in respect of any Excluded Account or for the 90-day period (or such longer period as agreed by the Administrative Agent or in its bailee for perfection in accordance with Section 4.4. Each issuer of uncertificated securities that is a party hereto agrees that sole discretion) after the occurrence and during the continuance of an Event of Default it will comply with instructions of the Administrative Agent with respect to such uncertificated securities without further consent by the applicable GrantorEffective Date.

Uncertificated Pledged Collateral. (a) Such Grantor will permit the Collateral Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) that are Subsidiaries of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Collateral Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral issued by another Grantor included in the Collateral owned by it, such Grantor will, for Subsidiary will take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, take to cause the Collateral Agent to have and retain Control over such Pledged Collateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. With respect to any actions necessaryPledged Collateral issued by a Person other than a Grantor with an individual value in excess of $5,000,000 included in the Collateral owned by it, or for all other Pledged Collateral, such Grantor will use its commercially reasonable best efforts to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Collateral Agent or its bailee for perfection to have and retain Control over such Pledged CollateralCollateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. Without limiting the foregoing, such Grantor will, if requested by the Collateral Agent, with respect to any such Pledged Collateral held with a securities intermediary, cause such securities intermediary to enter into a Securities Account Control Agreement control agreement with the Collateral Agent, in form and substance satisfactory to the Collateral Agent, giving the Administrative Collateral Agent or its bailee for perfection Control. Notwithstanding the foregoing, if any uncertificated securities constituting Control other than Pledged Collateral are subsequently represented by certificates, such certificates shall be delivered to the Administrative Agent or its bailee for perfection that constitutes Permitted Investments in accordance with Section 4.4. Each issuer of uncertificated securities that is a party hereto agrees that after the occurrence and during the continuance of an Event of Default it will comply with instructions of the Administrative Agent with respect to such uncertificated securities without further consent by the applicable GrantorExcluded Account.

Uncertificated Pledged Collateral. Such Subject to the terms of the ABL-Term Loan Intercreditor Agreement, such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Canadian Cross-Border Security Agreement. With respect to any Pledged Collateral owned by it, such Grantor will, for Subsidiary Pledged Collateral, will take any necessary actions necessary, or for all other Pledged Collateral, use commercially reasonable efforts requested by the Administrative Agent to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent to have and retain Control over such Pledged Collateral (or its bailee for perfection until the Term Loan Obligation Payment Date, to cause the Term Loan Agent to have and retain Control over such Pledged Collateral, in accordance with the terms of the ABL-Term Loan Intercreditor Agreement in the case of any Pledged Collateral constituting Term Loan Priority Collateral). Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary, cause such securities intermediary to enter into a Securities Account Control Agreement with the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, giving the Administrative Agent Control (or its bailee for perfection Control. Notwithstanding until the foregoingTerm Loan Obligation Payment Date, if any uncertificated securities constituting Collateral are subsequently represented by certificates, such certificates shall be delivered to enter into a Control Agreement with the Administrative Term Loan Agent or its bailee for perfection in accordance with Section 4.4. Each the terms of the ABL-Term Loan Intercreditor Agreement in the case of any Pledged Collateral constituting Term Loan Priority Collateral).To the extent that any issuer of uncertificated securities that is a party hereto agrees that after the occurrence and during the continuance of an Event of Default it constitute Pledged Collateral shall issue certificates for such Pledged Collateral, such Grantor will comply with instructions of promptly notify the Administrative Agent and comply with the provisions of Section 4.4 with respect to such uncertificated securities without further consent by the applicable GrantorPledged Collateral.

Uncertificated Pledged Collateral. Such Grantor will will, as the Administrative Agent shall direct, cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx either: (i) mxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement, or (ii) cause the issuer to agree to comply with instructions from the Administrative Agent as to such uncertificated securities without further consent of such Grantor. With respect to any Pledged Collateral owned by it, such Grantor will, for Subsidiary Pledged Collateral, will take any actions necessary, or for all other Pledged Collateral, use commercially reasonable efforts necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent or its bailee for perfection to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral in excess of $5,000,000 (individually and in the aggregate) held with a securities intermediary, cause such securities intermediary to enter into a Securities Account Control Agreement control agreement with the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, giving the Administrative Agent or its bailee for perfection Control. Notwithstanding the foregoing, if any uncertificated securities constituting Collateral are subsequently represented by certificates, such certificates shall be delivered to the Administrative Agent or its bailee for perfection in accordance with Section 4.4. Each issuer of uncertificated securities that is a party hereto agrees that after the occurrence and during the continuance of an Event of Default it will comply with instructions of the Administrative Agent with respect to such uncertificated securities without further consent by the applicable Grantor.

Uncertificated Pledged Collateral. Such Subject to the terms, conditions and provisions of the Intercreditor Agreement, such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it, upon the Administrative Agent’s request, such Grantor will, for Subsidiary Pledged Collateral, will take any actions necessary, or for all other Pledged Collateral, use commercially reasonable efforts necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged CollateralCollateral (other than the Xxxxxxx Xxxxx Account), to cause the Administrative Agent or its bailee for perfection to have and retain Control over such Pledged CollateralCollateral (subject to the terms, conditions and provisions of the Intercreditor Agreement). Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediaryintermediary (other than the Xxxxxxx Xxxxx Account), cause such securities intermediary to enter into a Securities Account Control Agreement with the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, giving the Administrative Agent or its bailee for perfection Control. Notwithstanding the foregoing, if any uncertificated securities constituting Collateral are subsequently represented by certificates, such certificates shall be delivered Control (subject to the Administrative Agent or its bailee for perfection in accordance with Section 4.4. Each issuer of uncertificated securities that is a party hereto agrees that after the occurrence terms, conditions and during the continuance of an Event of Default it will comply with instructions provisions of the Administrative Agent with respect to such uncertificated securities without further consent by the applicable GrantorIntercreditor Agreement).

Uncertificated Pledged Collateral. Such Grantor The Grantors will permit the Agent from time to time to cause (subject to the terms of the Intercreditor Agreement) the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it with respect to which the Grantors collectively own 50% or more of the Equity Interests of the issuer of such Pledged Collateral not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it, such Grantor will, for Subsidiary Pledged Collateral, The Grantors will take any actions necessary, or for all other Pledged Collateral, use commercially reasonable efforts reasonably necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral with respect to which the Grantors collectively own 50% or more of the Equity Interests of the issuer of such Pledged Collateral, and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent or its bailee for perfection to have and retain Control over such Pledged CollateralCollateral (subject to the terms of the Intercreditor Agreement). Without limiting the foregoing, such each applicable Grantor willwill use its commercially reasonable efforts to cause, with respect to any such Pledged Collateral held with a securities intermediaryintermediary in an account with an aggregate asset value of $5,000,000 or more, cause such securities intermediary to enter into a Securities Account Control Agreement control agreement with the Agent, in form and substance satisfactory to the Agent, giving the Administrative Agent or its bailee for perfection Control. Notwithstanding the foregoing, if any uncertificated securities constituting Collateral are subsequently represented by certificates, such certificates shall be delivered Control (subject to the Administrative Agent or its bailee for perfection in accordance with Section 4.4. Each issuer of uncertificated securities that is a party hereto agrees that after the occurrence and during the continuance of an Event of Default it will comply with instructions terms of the Administrative Agent with respect to such uncertificated securities without further consent by the applicable GrantorIntercreditor Agreement).

Uncertificated Pledged Collateral. (%3) Such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers that are Subsidiaries (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral issued by another Grantor included in the Collateral owned by it, such Grantor will, for Subsidiary will at the request of the Administrative Agent take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, take to cause the Administrative Agent to have and retain Control over such Pledged Collateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. With respect to any actions necessaryPledged Collateral issued by a Person other than a Grantor with an individual value in excess of $5,000,000 included in the Collateral owned by it, or for all other Pledged Collateral, such Grantor will at the request of the Administrative Agent use its commercially reasonable efforts to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent or its bailee for perfection to have and retain Control over such Pledged CollateralCollateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. Without limiting the foregoing, such Grantor will, if requested by the Administrative Agent, with respect to any such Pledged Collateral held with a securities intermediary, cause such securities intermediary to enter into a Securities Account Control Agreement control agreement with the Administrative Agent, in form and substance satisfactory to the Administrative Agent, giving the Administrative Agent or its bailee for perfection Control. Notwithstanding the foregoing, if any uncertificated securities constituting Collateral are subsequently represented by certificates, such certificates shall be delivered to the Administrative Agent or its bailee for perfection in accordance with Section 4.4. Each issuer of uncertificated securities that is a party hereto agrees that after the occurrence and during the continuance of an Event of Default it will comply with instructions of the Administrative Agent Control other than with respect to such uncertificated securities without further consent by the applicable GrantorPledged Collateral that constitutes Permitted Investments in an Excluded Account.

Uncertificated Pledged Collateral. Such Grantor The Grantors will permit the Agent from time to time after the occurrence and during the continuance of any Event of Default, to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates constituting Capital Stock with respect to which a Grantor owns more than 50% of the Capital Stock of the issuer of such Pledged Collateral to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien security interest of the Administrative Agent granted pursuant to this Security Agreement. With respect to After the occurrence and during the continuance of any Pledged Collateral owned Event of Default, upon request by itthe Agent, such Grantor will, for Subsidiary Pledged Collateral, the Grantors will take any actions necessary, or for all other Pledged Collateral, use commercially reasonable efforts reasonably necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary constituting Capital Stock with respect to which is a Grantor owns more than 50% of the holder Capital Stock of any the issuer of such Pledged Collateral, Collateral to cause enter into agreements or other instruments to allow the Administrative Agent or its bailee for perfection to have and retain Control “control” under the UCC over such Pledged Collateral. Without limiting In the foregoingcase of each Grantor which is an issuer of Pledged Collateral, such Grantor willagrees, with respect to any such Pledged Collateral held with a securities intermediary, cause such securities intermediary to enter into a Securities Account Control Agreement giving the Administrative Agent or its bailee for perfection Control. Notwithstanding the foregoing, if any uncertificated securities constituting Collateral are subsequently represented by certificates, such certificates shall be delivered to the Administrative Agent or its bailee for perfection in accordance with Section 4.4. Each issuer of uncertificated securities that is a party hereto agrees that after the occurrence and during the continuance of an any Event of Default Default, (i) to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) promptly to note on its books the security interests granted to the Agent, (iii) that it will comply with instructions of the Administrative Agent with respect to the applicable Pledged Collateral (including all Equity Interests of such uncertificated securities issuer) without further consent by such Grantor, and (iv) agrees to notify the Agent upon obtaining knowledge of any interest in favor of any Person in the applicable GrantorPledged Collateral that is materially adverse to the interest of the Agent therein.

Uncertificated Pledged Collateral. Such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx mxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it, such Grantor will, for Subsidiary will (a) give prompt written notice to the Administrative Agent of the acquisition or existence of any uncertificated securities which are Pledged Collateral, and (b) take any actions necessary, or for all other Pledged Collateral, use commercially reasonable efforts necessary to cause (ai) the issuers of uncertificated securities which are Pledged Collateral and (bii) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent or its bailee for perfection to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor (a) will, with respect to any such Pledged Collateral held with a securities intermediary, give prompt written notice to the Administrative Agent of the existence of such Pledged Collateral and take all commercially reasonable action necessary to cause such securities intermediary to enter into a Securities Account Control Agreement with the Administrative Agent giving the Administrative Agent or its bailee for perfection Control. Notwithstanding the foregoingControl over such Pledged Collateral and any account into which such Pledged Collateral is deposited (a “Securities Account”), if and (b) will not, at any time, permit uncertificated securities constituting Pledged Collateral are subsequently represented by certificates, such certificates shall with an aggregate fair market value in excess of $100,000 to be delivered held in any Securities Account not subject to the Administrative Agent or its bailee for perfection in accordance with Section 4.4. Each issuer of uncertificated securities that is a party hereto agrees that after the occurrence and during the continuance of an Event of Default it will comply with instructions of the Administrative Agent with respect to such uncertificated securities without further consent by the applicable GrantorControl Agreement.

Uncertificated Pledged Collateral. Such Grantor will use commercially reasonable efforts to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by itit on the Effective Date, such Grantor will, for Subsidiary Pledged Collateral, take any actions necessary, or for all other Pledged Collateral, will use commercially reasonable efforts to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent or its bailee for perfection to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, (i) with respect to any such Pledged Collateral held with a securities intermediaryintermediary as of the Effective Date, cause such securities intermediary intermediary, no later than 90 days after the Effective Date (or such later date as the Administrative Agent shall agree), to enter into a Securities Account Control Agreement control agreement with the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, giving the Administrative Agent Control and (ii) otherwise with respect to any Pledged Collateral, prior to the opening or its bailee for perfection Control. Notwithstanding replacement of any Securities Account (including the foregoingreplacement of any Securities Account in place as of the Effective Date) or any applicable securities intermediary receiving any Pledged Collateral, if any uncertificated enter into a control agreement with such securities constituting Collateral are subsequently represented by certificatesintermediary and the Administrative Agent, such certificates shall be delivered in form and substance reasonably satisfactory to the Administrative Agent or its bailee for perfection in accordance with Section 4.4. Each issuer of uncertificated securities that is a party hereto agrees that after the occurrence and during the continuance of an Event of Default it will comply with instructions of Agent, giving the Administrative Agent with respect to such uncertificated securities without further consent by the applicable GrantorControl.