Common use of Investment Property Clause in Contracts

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

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

Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold (a) Schedule 4.6(a) hereto (as such schedule may be amended or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may supplemented from time to time reasonably request. If any securities now by notice from one or hereafter acquired more Grantors to the Administrative Agent) sets forth under the headings “Pledged Stock,” “Pledged LLC Interests,” “Pledged Partnership Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests owned by any Grantor are uncertificated and are such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such schedule. Schedule 4.6(b) (as such schedule may be amended or supplemented from time to such Grantor time by notice from one or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory more Grantors to the Notes Collateral Administrative Agent, either (i) cause sets forth under the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor heading “Pledged Debt Securities” or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner “Pledged Notes” all of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Pledged Debt Securities and Pledged Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights owned by any Grantor, unless an Event and except as set forth on Schedule 4.6(b) (as such schedule may be amended or supplemented from time to time by notice from one or more Grantors to the Administrative Agent) all of Default has occurred the intercompany Pledged Debt Securities and intercompany Pledged Notes have been duly authorized, authenticated or issued, and delivered and is continuing. The provisions the legal, valid and binding obligation of this paragraph shall not apply the issuers thereof enforceable in accordance with their terms, subject to any financial assets credited applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a securities account for which proceeding in equity or at law and constitutes all of the Notes Collateral Agent is issued and outstanding inter-company indebtedness evidenced by an instrument or certificated security of the securities intermediaryrespective issuers thereof owing to such Grantor.

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

Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities, such Grantor shall forthwith promptly endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably request. If any securities Securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (but only to the extent such Securities and other Investment Property constitute Collateral) (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securitiesSecurities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securitiesSecurities. If any securitiesSecurities, whether certificated or uncertificated, or other investment property Investment Property are held by any Grantor or its nominee through a securities intermediary or commodity intermediarySecurities Intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of DefaultDefault (or, with respect to a Qualified Cash Securities Account, during the continuation of any Qualified Cash Trigger Period), such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary Securities Intermediary to agree to comply with entitlement orders Entitlement Orders or other instructions from the Notes Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case Security Entitlements without further consent of any Grantor or such nominee, or (ii) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Notwithstanding the foregoing, unless and until an Event of Default has occurred and is continuing, (A) other than during a Qualified Cash Trigger Period, the Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary or commodity intermediarySecurities Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorGrantor and (B) during a Qualified Cash Trigger Period, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply the Collateral Agent agrees to issue Entitlement Orders as reasonably requested by the Borrower with respected to any financial assets credited Qualified Cash Securities Account; provided that, with respect to this subclause (B), to the extent any such Entitlement Order requested by the Borrower constitutes withdrawal or transfer of Security Entitlements, prior to any such withdrawal or transfer the Borrower shall deliver to the Administrative Agent a securities account for which Borrowing Base Certificate giving pro forma effect to the Notes Collateral Agent is the securities intermediaryproposed withdrawal or transfer of Security Entitlements.

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

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

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

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire (i) any certificated securitiesCertificated Securities of another Grantor or (ii) any Certificated Securities with a value in excess of $1,000,000 of any Person (other than another Grantor), in each case such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly immediately notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable 's written request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option's written request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (iA) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, securities or other investment property or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (iiB) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph (c) shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article II, if any (a) If such Grantor shall at become entitled to receive or shall receive any time hold certificate (including, without limitation, any certificate representing a dividend or acquire a distribution in connection with any certificated securitiesreclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Restricted Subsidiary, which Equity Interests are required to have been pledged pursuant to clause (d) of the Collateral and Guarantee Requirement, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Equity, or otherwise in respect thereof, such Grantor shall forthwith endorseaccept the same as the agent of the Administrative Agent and the Lenders, assign hold the same in trust for the Administrative Agent and the Lenders and deliver the same forthwith to the Notes Collateral Administrative Agent for in the benefit of the Secured Partiesexact form received, accompanied duly indorsed by such instruments of transfer or assignment Grantor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Notes Collateral Obligations (provided that stock certificates representing the Pledged Equity of any Foreign Immaterial Subsidiary need not be delivered to the Administrative Agent may from time to time reasonably requestfor so long as such Foreign Immaterial Subsidiary remains a Foreign Immaterial Subsidiary). If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default shall have occurred and be continuing, and any distribution of capital to a Grantor (other than cash) required to be included in Collateral shall be made on or in respect of the Investment Property or any property (other than cash) required to be included in Collateral shall be distributed to a Grantor upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, such Grantor shall promptly notify shall, unless such distribution of capital or property is otherwise subject to a perfected security interest in favor of the Notes Collateral Administrative Agent, use commercially reasonable efforts to cause it to be subject to a perfected security interest in favor of the Administrative Agent thereof and, at to the Notes Collateral Agent’s reasonable request, extent and in the manner required pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securitiesSection 5.3 hereof. If any securities, whether certificated or uncertificated, or other investment such property are held so distributed in respect of the Investment Property shall be received by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Defaultsuch Grantor, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and optionshall, pursuant to an agreement in form and substance reasonably satisfactory until such property is delivered to the Notes Collateral Agent shall either (i) cause Administrative Agent, hold such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, property in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange trust for the Notes Collateral Administrative Agent to become and the entitlement holder with respect to such Investment Property, with Lenders as additional collateral security for the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediaryObligations.

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

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

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securitiesCertificated Security having a value in excess of $10,000, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly immediately notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable requestrequest and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (iA) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, securities or other investment property or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (iiB) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph (c) shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIARTICLE 4, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorseindorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly immediately notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable requestrequest and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights would occur. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 14 to the extent otherwise provided Perfection Certificate. Within 45 days after the Closing Date (or such longer period as the Collateral Agent may agree in Article IIits sole discretion), if any Grantor the Collateral Agent shall have a first priority security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control, except for those Securities Accounts and Commodity Accounts, which, in the aggregate, contain or carry or to which are credited no more than 15% of total investments in securities and commodities of Borrower and its Subsidiaries at any time hold (the “Excluded Securities/Commodity Accounts”). Other than in the case of an Excluded Securities/Commodity Account, no Pledgor shall hereafter establish and maintain any Securities Account or acquire Commodity Account with any certificated securitiesSecurities Intermediary or Commodity Intermediary unless (1) it shall have given the Collateral Agent 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Grantor Securities Intermediary or Commodity Intermediary shall forthwith endorse, assign and deliver the same be reasonably acceptable to the Notes Collateral Agent and (3) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Other than in the case of an Excluded Securities/Commodity Account, each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably request. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer within one (1) Business Day of actual receipt thereof, upon the Notes deposit any and all Investment Property (other than any Investment Property pledged or to be pledged pursuant to clauses (ii)(1), (iii)(1) or (iii)(3) below) received by it into a Securities Account subject to Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment PropertyControl. The Notes Collateral Agent agrees with each of the Grantors Pledgor that the Notes Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuerissuer of uncertificated securities, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorsuch Pledgor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply continuing or, after giving effect to any financial assets credited such investment and withdrawal rights, would occur. No Pledgor shall grant Control over any Investment Property owned by such Pledgor to a securities account for which any person other than the Notes Collateral Agent is the securities intermediaryAgent.

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

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly immediately notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable requestrequest and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (ia) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (iib) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property with a value in excess of $200,000 now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlementssecurities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of “financial assets assets” (within the meaning of Article 8 of the New York UCC and governed by Article 8 of the New York UCC) or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights would occur. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

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

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

Investment Property. Except to the extent otherwise provided in Article IIII or in Section 3.03(h), if any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably request. If any securities Securities constituting Collateral now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (but only to the extent such Securities and other Investment Property constitute Collateral) (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securitiesSecurities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securitiesSecurities. If any securitiesSecurities constituting Collateral, whether certificated or uncertificated, or other investment property Investment Property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of DefaultSecurities Intermediary, such Grantor shall immediately promptly notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement a Control Agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (within 90 days of the establishment of such Securities Account (or such later date as the Collateral Agent shall agree)) (i) cause such securities intermediary or (as the case may be) commodity intermediary Securities Intermediary to agree to comply with entitlement orders Entitlement Orders or other instructions from the Notes Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case Security Entitlements without further consent of any Grantor Grantor, such nominee or such nomineeany other Person, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary issuer or commodity intermediary, Securities Intermediary and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

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

Investment Property. Except to the extent otherwise provided in Article II3, if any Grantor Pledgor shall at any time hold or acquire any certificated securitiesCertificated Security constituting Pledged Collateral or Article 9 Collateral, such Grantor Pledgor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Administrative Agent may from time to time reasonably requestspecify. If any securities security of a domestic issuer now owned or hereafter acquired by any Grantor are Pledgor is uncertificated and are is issued to such Grantor Pledgor or its nominee directly by the issuer thereof, such Pledgor shall promptly notify the Administrative Agent of such uncertificated securities and (i) upon the Notes Collateral Administrative Agent’s reasonable request and following or (ii) upon the occurrence and during the continuance of an Event of Default Default, such Grantor Pledgor shall promptly notify either (x) cause the Notes Collateral Agent issuer thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form execute and substance reasonably satisfactory deliver to the Notes Collateral Agent, either Administrative Agent an issuer acknowledgement in respect of such uncertificated securities in the form of Exhibit II hereto or (iy) cause the issuer to agree to comply with instructions from register the Notes Collateral Administrative Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securitiessuch security. If any securitiessecurity or other Investment Property, whether certificated or uncertificated, representing an Equity Interest in a third party and having a fair market value in excess of $5.0 million now or other investment property are hereafter acquired by any Pledgor is held by any Grantor such Pledgor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor Pledgor shall immediately promptly notify the Notes Collateral Administrative Agent thereof and and, at the Notes Collateral Administrative Agent’s request and option, pursuant to an agreement a Control Agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Administrative Agent, either (iA) cause such securities intermediary or (commodity intermediary, as applicable, to agree, in the case may be) commodity intermediary to agree of a securities intermediary, to comply with entitlement orders or other instructions from the Notes Collateral Administrative Agent to such securities intermediary as to such security entitlementssecurities or other Investment Property or, or (as in the case may be) of a commodity intermediary, to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Administrative Agent to such commodity intermediary, in each case without further consent of any Grantor Pledgor or such nominee, or (iiB) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Administrative Agent to become the entitlement holder with respect to such Investment Property, for the ratable benefit of the Secured Parties, with the Grantor such Pledgor being permitted, only with the consent of the Notes Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Administrative Agent agrees with each of the Grantors Guarantors that the Notes Collateral Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorPledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such withdrawal or dealing rights, would occur. The provisions of this paragraph (b) shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Notes Collateral Administrative Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securitiessecurities the value of which equals or exceeds $5,000,000 individually, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured Parties(or its bailee), accompanied by such undated instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are uncertificated and if the value of such securities equals or exceeds $5,000,000 individually and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s request and option, use commercially reasonable requestefforts to, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent Senior Representative (as defined in the Intercreditor Agreement) as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent Senior Representative (as defined in the Intercreditor Agreement) to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of DefaultCommodity Intermediary, such Grantor shall immediately promptly notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option, use commercially reasonable efforts to, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (i) cause such securities intermediary Securities Intermediary or (Commodity Intermediary, as the case may be) commodity intermediary , to agree to comply with entitlement orders or other instructions Entitlement Orders from the Notes Collateral Agent Senior Representative (as defined in the Intercreditor Agreement) to such Securities Intermediary as to such securities intermediary as to such security entitlementsor other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent Senior Representative (as defined in the Intercreditor Agreement) to such commodity intermediaryCommodity Intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets Financial Assets (as governed by Article 8 of the New York UCC) or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Agent Senior Representative (as defined in the Intercreditor Agreement) to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral AgentSenior Representative (as defined in the Intercreditor Agreement), to exercise rights to withdraw or otherwise deal with such Investment Property; provided, however, that, except as otherwise provided in Article III, the Grantors shall not be required to comply with the foregoing provisions of this sentence with respect to Excluded Accounts. The Notes Collateral Agent agrees with each of the Grantors Grantor that the Notes Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Notes Collateral Agent is the securities intermediarySecurities Intermediary.

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

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

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

Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith promptly endorse, collaterally assign and deliver the same to the Notes Collateral Administrative Agent for the benefit of the Secured Parties, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Notes Collateral Administrative Agent may from time to time reasonably request. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such then each applicable Grantor shall promptly notify the Notes Collateral Agent thereof andshall, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agentextent permitted by applicable Law, either (i) cause the issuer to agree execute and deliver to comply with instructions from the Notes Collateral Administrative Agent as an acknowledgement of the pledge of such securities substantially in the form of Exhibit II hereto or such other form that is reasonably satisfactory to the Administrative Agent, (ii) if necessary or desirable to perfect a security interest in such securities, without further consent cause such pledge to be recorded on the equityholder register or the books of the applicable issuer, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Administrative Agent the right to transfer such securities under the terms hereof, and (iii) after the occurrence and during the continuance of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately promptly notify the Notes Collateral Administrative Agent thereof and, at the Administrative Agent’s reasonable request, (A) cause the Organizational Documents of each such issuer to be amended to provide that such securities shall be treated as “securities” for purposes of the New York UCC or its equivalent in other jurisdictions and (B) cause such Pledged Securities to become certificated and delivered to the Administrative Agent in accordance with the provisions of Section 2.02(a). Promptly upon the cure or waiver of any such Event of Default, upon the request and at the Notes Collateral Agent’s request and optionexpense of the applicable Grantor, the Administrative Agent shall re-register in the name of each Grantor which originally made the grant hereunder any such uncertificated securities registered in the name of the Administrative Agent pursuant to an agreement in form this Section 3.04(b) and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary not otherwise sold or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account disposed of any commodity contract as directed by the Notes Collateral Administrative Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, accordance with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediaryLoan Documents.

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

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor Pledgor shall at any time hold or acquire any certificated securitiesCertificated Security, such Grantor Pledgor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for (or until the benefit Discharge of Senior Lender Claims, to the Secured PartiesIntercreditor Agent), accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent (following the Discharge of Senior Lender Claims) may from time to time reasonably requestspecify. If any securities security of a domestic issuer now or hereafter acquired by any Grantor are Pledgor is uncertificated and are is issued to such Grantor Pledgor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s reasonable request or upon and following during the occurrence continuance of an Event of Default Default, such Grantor Pledgor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, of such uncertificated securities and pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either and following the Discharge of Senior Lender Claims, (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securitiessecurity, without further consent of any Grantor Pledgor or such nominee, or (ii) arrange for cause the Notes issuer to register the Collateral Agent to become as the registered owner of the securitiessuch security. If any securitiessecurity or other Investment Property, whether certificated or uncertificated, representing an Equity Interest in a third party and having a fair market value in excess of $10,000,000 now or other investment property are hereafter acquired by any Pledgor is held by any Grantor such Pledgor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor Pledgor shall immediately promptly notify the Notes Collateral Agent thereof and at and, at, following the Notes Discharge of Senior Lender Claims, the Collateral Agent’s request and option, pursuant to an agreement a Control Agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (iA) cause such securities intermediary or (commodity intermediary, as applicable, to agree, in the case may be) commodity intermediary to agree of a securities intermediary, to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlementssecurities or other Investment Property or, or (as in the case may be) of a commodity intermediary, to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor Pledgor or such nominee, or (iiB) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Financial Assets or Investment Property, for the ratable benefit of the Secured Parties, with the Grantor such Pledgor being permitted, only with the consent of the Notes Collateral Agent (until the Discharge of Senior Lender Claims, the Intercreditor Agent), to exercise rights to withdraw or otherwise deal with such Financial Assets or Investment Property. The Notes Collateral Agent agrees with each of the Grantors Pledgors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorPledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such withdrawal or dealing rights, would occur. The provisions of this paragraph (b) shall not apply to any financial assets Financial Assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

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

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor Pledgor shall at any time hold or acquire any certificated securitiesCertificated Security, such Grantor Pledgor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities security of a domestic issuer now or hereafter acquired by any Grantor are Pledgor is uncertificated and are is issued to such Grantor Pledgor or its nominee directly by the issuer thereof, (i) upon the Notes Collateral Agent’s reasonable request and following (ii) upon the occurrence and during the continuance of an Event of Default Default, such Grantor Pledgor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, of such uncertificated securities and pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securitiessecurity, without further consent of any Grantor Pledgor or such nominee, or (ii) arrange for cause the Notes issuer to register the Collateral Agent to become as the registered owner of the securitiessuch security. If any securitiessecurity or other Investment Property, whether certificated or uncertificated, representing an Equity Interest in a third party and having a fair market value in excess of $500,000 now or other investment property are hereafter acquired by any Pledgor is held by any Grantor such Pledgor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor Pledgor shall immediately promptly notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option, pursuant to an agreement a Control Agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (iA) cause such securities intermediary or (commodity intermediary, as applicable, to agree, in the case may be) commodity intermediary to agree of a securities intermediary, to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlementssecurities or other Investment Property or, or (as in the case may be) of a commodity intermediary, to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor Pledgor or such nominee, or (iiB) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, for the ratable benefit of the Secured Parties, with the Grantor such Pledgor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors Guarantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorPledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such withdrawal or dealing rights, would occur. The provisions of this paragraph (b) requiring a Control Agreement shall not apply to any financial assets Financial Assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.. Affinion – Amended and Restated Guarantee and Collateral Agreement

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

Investment Property. Except In view of the position of each Grantor in relation to the extent otherwise provided Investment Property, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in Article IIeffect, if or any Grantor shall at similar statute hereafter enacted analogous in purpose or effect (such Act and any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank similar statute as the Notes Collateral Agent may from time to time reasonably requestin effect being called the “Federal securities laws”) with respect to any disposition of the Investment Property permitted hereunder. If any Each U.S. Grantor understands that compliance with the Federal securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by laws might very strictly limit the issuer thereof, upon course of conduct of the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof andif the Collateral Agent were to attempt to dispose of all or any part of the Investment Property, at and might also limit the Notes extent to which or the manner in which any subsequent transferee of any Investment Property could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent’s reasonable requestAgent in any attempt to dispose of all or part of the Investment Property under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. Each U.S. Grantor recognizes that in light of such restrictions and limitations the Collateral Agent may, pursuant with respect to an agreement in form any sale of the Investment Property, limit the purchasers to those who will agree, among other things, to acquire such Investment Property for their own account, for investment, and substance reasonably satisfactory not with a view to the Notes distribution or resale thereof. Each U.S. Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, either in its sole and absolute discretion, (i) cause the issuer may proceed to agree to comply with instructions from the Notes Collateral Agent as to make such securities, without further consent of any Grantor a sale whether or such nominee, or (ii) arrange not a registration statement for the Notes Collateral Agent to become the registered owner purpose of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to registering such Investment Property, or any part thereof, shall have been filed under the Federal securities laws and (ii) may approach and negotiate with a single potential purchaser to effect such sale. Each U.S. Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the Grantor being permittedseller than if such sale were a public sale without such restrictions. In the event of any such sale, only with the consent Collateral Agent shall incur no responsibility or liability for selling all or any part of the Notes Investment Property at a price that the Collateral Agent, to exercise rights to withdraw in its discretion, may in good xxxxx xxxx reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuingif more than a single purchaser were approached. The provisions of this paragraph shall not Section will apply to any financial assets credited to notwithstanding the existence of a securities account for public or private market upon which the Notes quotations or sales prices may exceed substantially the price at which the Collateral Agent is the securities intermediarysells any such Investment Property.

Investment Property. Except (a) Subject to the extent otherwise provided in Article IISection 7.17 hereof, if any such Grantor shall at become entitled to receive or shall receive any time hold certificate (including, without limitation, any certificate representing a dividend or acquire a distribution in connection with any certificated securitiesreclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of Pledged Stock, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall forthwith endorse, assign hold the same in trust for the Secured Parties and deliver the same forthwith to the Notes Collateral Agent for in the benefit of the Secured Partiesexact form received, accompanied duly indorsed by such instruments of transfer or assignment Grantor to the Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor as the Notes Collateral Agent may from time to time reasonably requestadditional Collateral. If any securities now non-cash distribution of capital shall be made on or hereafter acquired in respect of the Pledged Stock or Pledged Notes or any non-cash property shall be distributed upon or with respect to the Pledged Stock or Pledged Notes pursuant to the recapitalization or reclassification of the capital of any issuer of such Pledged Stock or Pledged Notes or pursuant to the reorganization thereof, in each case to the extent such capital or property would constitute Pledged Stock or Pledged Notes, the capital or property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Collateral Agent, be and become part of the Collateral and, if received by any Grantor are uncertificated and are issued Grantor, shall be delivered to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following Agent as otherwise required hereunder. If after the occurrence and during the continuation of an Event of Default and after prior written notice from the Collateral Agent to each applicable Grantor that the Collateral Agent is exercising its rights pursuant to Section 5.01(b) of this Agreement, any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall promptly notify the Notes Collateral Agent thereof andshall, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory until such money or property is paid or delivered to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to hold such securities, without further consent of any Grantor money or such nominee, or (ii) arrange property in trust for the Notes Secured Parties, segregated from other funds of such Grantor, and shall forthwith deliver such money or property to the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement be applied as set forth in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions Section 5.03 of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediaryAgreement.

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

Investment Property. Except to the extent otherwise provided in Article II, if any (a) If such Grantor shall at become entitled to receive or shall receive any time hold certificate (including, without limitation, any certificate representing a dividend or acquire a distribution in connection with any certificated securitiesreclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Investment Property Issuer pledged by a Grantor, whether in addition to, in substitution of, as a conversion of, or in exchange for, any Investment Property, or otherwise in respect thereof, such Grantor shall forthwith endorseaccept the same as the agent of the Collateral Trustee, assign hold the same in trust for the Collateral Trustee and deliver the same forthwith to the Notes Collateral Agent for Trustee in the benefit of the Secured Partiesexact form received, accompanied duly indorsed by such instruments of transfer or assignment Grantor to the Collateral Trustee, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor (if required to perfect the Collateral Trustee’s Lien over such Investment Property), to be held by the Collateral Trustee, subject to the terms hereof, as additional collateral security for the Notes Credit Facility Secured Obligations of such Grantor. At all times while an event of default has occurred and is continuing under the provisions of the Credit Agreement or any other Loan Documents and subject to the Pari Passu Intercreditor Agreement, any sums paid upon or in respect of the Investment Property pledged by such Grantor upon the liquidation or dissolution of any Investment Property Issuer shall be paid over to the Collateral Agent may from time Trustee to time reasonably requestbe held by it hereunder as additional collateral security for the Credit Facility Secured Obligations of such Grantor, and in case any distribution of capital shall be made on or in respect of the Investment Property pledged by such Grantor or any property shall be distributed upon or with respect to the Investment Property pledged by such Grantor pursuant to the recapitalization or reclassification of the capital of any Investment Property Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Collateral Trustee, be delivered to the Collateral Trustee to be held by it hereunder as additional collateral security for the Credit Facility Secured Obligations of such Grantor. If any securities now sums of money or hereafter acquired property so paid or distributed in respect of the Investment Property pledged by any a Grantor are uncertificated and are issued to shall be received by such Grantor or its nominee directly by while an event of default has occurred and is continuing under the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner provisions of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of DefaultLoan Documents, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and optionshall, pursuant to an agreement in form and substance reasonably satisfactory until such money or property is paid or delivered to the Notes Collateral Agent shall either (i) cause Trustee, hold such securities intermediary money or (property in trust for the Collateral Trustee, segregated from other funds of such Grantor, as additional collateral security for the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to Credit Facility Secured Obligations of such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediaryGrantor, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent subject to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediaryPari Passu Intercreditor Agreement.

Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities, such Grantor, shall promptly (and in any event within forty-five (45) days after receipt by Grantor shall forthwith (or such longer period as the Administrative Agent may agree in its reasonable discretion)), endorse, assign and deliver the same to the Notes Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent, as gratuitous bailee on behalf of the Collateral Agent pursuant to the Intercreditor Agreement), for the benefit of the Secured Parties, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably request. If any securities Securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Agent thereof and, upon the Notes Collateral Agent’s request and following the occurrence and during the continuation of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable requestDefault, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (but only to the extent such Securities and other Investment Property constitute Collateral), subject to the terms of the Intercreditor Agreement (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securitiesSecurities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securitiesSecurities. If any securitiesSecurities, whether certificated or uncertificated, or other investment property Investment Property are held by any Grantor or its nominee through a securities intermediary or commodity intermediarySecurities Intermediary, upon the Notes Collateral Agent’s request and following the occurrence and during the continuation of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either either, subject to the terms of the Intercreditor Agreement (i) cause such securities intermediary or (as the case may be) commodity intermediary Securities Intermediary to agree to comply with entitlement orders Entitlement Orders or other instructions from the Notes Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case Security Entitlements without further consent of any Grantor or such nominee, or (ii) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent, as gratuitous bailee on behalf of the Collateral Agent pursuant to the Intercreditor Agreement) to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Notwithstanding the foregoing, unless and until an Event of Default has occurred and is continuing, the Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary or commodity intermediarySecurities Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securitiessecurities the value of which at the time acquired equals or exceeds $5,000,000 individually, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Applicable Collateral Agent for the benefit of the Secured Parties(or its bailee), accompanied by such undated instruments of transfer or assignment duly executed in blank as the Notes Applicable Collateral Agent may from time to time reasonably requestspecify. If any securities securities, whether certificated or uncertificated, or other Investment Property now or hereafter acquired by any Grantor are uncertificated and are issued to held by such Grantor or its nominee directly by the issuer thereofthrough a Securities Intermediary or Commodity Intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s request and option, use commercially reasonable requestefforts to, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause such Securities Intermediary or Commodity Intermediary, as the issuer case may be, to agree to comply with instructions from the Notes Collateral Agent Senior Representative to such Securities Intermediary as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, securities or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlementsInvestment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent Senior Representative to such commodity intermediaryCommodity Intermediary, in each case without further consent of any Grantor or such nominee; provided, or (ii) however, that, except as otherwise provided in Article III, the case Grantors shall not be required to comply with the foregoing provisions of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder this sentence with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment PropertyExcluded Accounts. The Notes Collateral Agent agrees with each of the Grantors Grantor that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Notes Collateral Agent is the securities intermediarySecurities Intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor Guarantor shall at any time hold or acquire any certificated securitiessecurity, such Grantor Guarantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities security now or hereafter acquired by any Grantor are Guarantor that is part of the Article 9 Collateral is uncertificated and are is issued to such Grantor Guarantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s 's reasonable request and following the occurrence of an Event of Default Default, such Grantor Guarantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, of such uncertificated securities and pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securitiessecurity, without further consent of any Grantor Guarantor or such nominee, or (ii) arrange for cause the Notes issuer to register the Collateral Agent to become as the registered owner of the securitiessuch security. If any securitiessecurity or other Investment Property that is part of the Article 9 Collateral, whether certificated or uncertificated, representing an Equity Interest in a third party and having a fair market value in excess of $10,000,000 now or other investment property are hereafter acquired by any Guarantor is held by any Grantor such Guarantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor Guarantor shall immediately promptly notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s 's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall a Control Agreement either (iA) cause such securities intermediary or (commodity intermediary, as applicable, to agree, in the case may be) commodity intermediary to agree of a securities intermediary, to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlementssecurities or other Investment Property or, or (as in the case may be) of a commodity intermediary, to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor Guarantor or such nominee, or (iiB) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, for the ratable benefit of the Secured Parties, with the Grantor such Guarantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors Guarantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorGuarantor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such withdrawal or dealing rights, would occur. The provisions of this paragraph (c) shall not apply to any financial assets Financial Assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

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

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default thereof such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request and option, within ninety (90) days of the date of the Agent’s request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (ia) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (iib) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of DefaultCommodity Intermediary, such Grantor shall immediately promptly notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option, within ninety (90) days of the date of the Agent’s request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (ia) cause such securities intermediary Securities Intermediary or (Commodity Intermediary, as the case may be) commodity intermediary , to agree to comply with entitlement orders Entitlement Orders or other instructions from the Notes Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlementssecurities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediaryCommodity Intermediary, in each case without further consent of any Grantor or such nominee, or (iib) in the case of financial assets Financial Assets (as governed by Article 8 of the New York UCC) or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights rights, by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Notes Collateral Agent is the securities intermediarySecurities Intermediary.

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

Investment Property. Except to the extent otherwise provided in Article II, if any (a) If such Grantor shall at become entitled to receive or shall receive any time hold certificate (including, without limitation, any certificate representing a dividend or acquire a distribution in connection with any certificated securitiesreclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall forthwith endorse, assign and deliver accept the same to as the Notes agent of the Collateral Agent for the benefit of the Secured Parties, accompanied hold the same in trust for the Collateral Agent for the benefit of the Secured Parties and deliver the same forthwith to the Collateral Agent in the exact form received, duly indorsed by such instruments of transfer or assignment Grantor to the Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank as by such Grantor and with, if the Notes Collateral Agent may from time so requests, signature guaranteed, to time reasonably requestbe held by the Collateral Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Collateral Agent, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any securities now sums of money or hereafter acquired property so paid or distributed in respect of the Investment Property shall be received by any Grantor are uncertificated and are issued to such Grantor, such Grantor shall, until such money or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory property is paid or delivered to the Notes Collateral Agent, either (i) cause hold such money or property in trust for the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner benefit of the securities. If any securitiesSecured Parties, whether certificated or uncertificatedsegregated from other funds of such Grantor, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such additional collateral security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediarySecured Obligations.

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

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

Investment Property. Except to If the extent otherwise provided in Article II, if any Grantor Borrower shall at any time hold or acquire any certificated securitiesCertificated Securities, such Grantor the Borrower shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Administrative Agent may from time to time reasonably requestspecify, all of which thereafter shall be held by the Administrative Agent, pursuant to the terms of this Agreement, as part of the Collateral. If any securities Securities now held or hereafter acquired by any Grantor the Borrower are uncertificated Uncertificated Securities and are issued to such Grantor the Borrower or its nominee directly by the issuer Issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor Borrower shall promptly notify the Notes Collateral Administrative Agent thereof and, at the Notes Collateral Administrative Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s 's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent, either (i) cause the Issuer to agree to comply with instructions from the Administrative Agent as to such Securities, without further consent of the Borrower or such nominee, or (ii) arrange for the Administrative Agent to become the registered owner of the Securities. If the Borrower, as registered holder of Investment Property, receives any stock certificate, option or right, or other distribution, whether as an addition to, in substitution of, or in exchange for, such Investment Property, or otherwise, the Borrower agrees to accept the same in trust for the Administrative Agent and the Banks and, upon the occurrence and continuance of an Event of Default, to forthwith endorse, assign and deliver the same to the Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify, to be held by the Administrative Agent as Collateral. If any Securities, whether Certificated Securities or Uncertificated Securities, or other Investment Property now held or hereafter acquired by the Borrower are held by the Borrower or its nominee through a Securities Intermediary or Commodity Intermediary, the Borrower shall promptly notify the Administrative Agent thereof and, at the Administrative Agent's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either (i) cause such securities intermediary Securities Intermediary or (Commodity Intermediary, as the case may be) commodity intermediary , to agree to comply with entitlement orders Entitlement Orders or other instructions from the Notes Collateral Administrative Agent to such securities intermediary Securities Intermediary as to such security entitlementsSecurities or other Investment Property or, or (as the case may be) , to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Administrative Agent to such commodity intermediaryCommodity Intermediary, in each case without further consent of any Grantor the Borrower or such nominee, or (ii) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Administrative Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Administrative Agent agrees with each of the Grantors that Borrower that, under this Section 8.12, the Notes Collateral Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuerIssuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorthe Borrower, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment or withdrawal rights not otherwise permitted by the Loan Agreement, would occur. The provisions In addition, so long as no Event of Default shall have occurred and be continuing, (i) the Borrower shall have the right to exercise all voting, consensual and other powers or ownership pertaining to the Securities for all purposes not inconsistent with the terms of this paragraph Agreement, the Loan Agreement or any other instrument or agreement referred to herein or therein; and the Administrative Agent shall not apply execute and deliver or cause to be executed and delivered to the Borrower all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Borrower may reasonably request for the purpose of enabling the Borrower to exercise the rights and powers which it is entitled to exercise pursuant hereto, and (ii) the Borrower shall be entitled to receive and retain any financial assets credited to a securities account for which dividends or other distributions on the Notes Collateral Agent is the securities intermediarySecurities.

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

Investment Property. Except to the extent otherwise provided in Article II, if any Grantor Pledgor shall at any time hold or acquire any certificated securitiesCertificated Security included in the Pledged Collateral, such Grantor Pledgor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for (or, until the benefit Discharge of Senior Lender Claims, to the Secured PartiesIntercreditor Agent), accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent (or, if prior to the Discharge of Senior Lender Claims, the Intercreditor Agent) may from time to time reasonably requestspecify. If any securities security of a domestic issuer now owned or hereafter acquired by any Grantor are Pledgor is uncertificated and are is issued to such Grantor Pledgor or its nominee directly by the issuer thereof, such Pledgor shall promptly notify the Collateral Agent (or, until the Discharge of Senior Lender Claims, to the Intercreditor Agent), of such uncertificated securities and (a) upon the Notes Collateral Agent’s (or, if prior to the Discharge of Senior Lender Claims, the Intercreditor Agent’s) reasonable request and following or (b) upon the occurrence and during the continuance of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable requestDefault, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, and following the Discharge of Senior Lender Claims, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent (or, if prior to the Discharge of Senior Lender Claims, the Intercreditor Agent) as to such securitiessecurity, without further consent of any Grantor Pledgor or such nominee, or (ii) arrange for cause the Notes issuer to register the Collateral Agent (or, if prior to become the Discharge of Senior Lender Claims, the Intercreditor Agent) as the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediarysecurity.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securitiessecurity in an amount in excess of $5,000,000 individually (or $15,000,000 in the aggregate, for all such amounts that are $5,000,000 or less) such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesTrustee, accompanied by such instruments undated instrument of transfer or assignment duly executed in blank as the Notes Collateral Agent Trustee may from time to time reasonably requestspecify. If any securities security in an amount in excess of $5,000,000 individually (or $15,000,000 in the aggregate, for all such amounts that are $5,000,000 or less) now or hereafter acquired by any Grantor are is uncertificated and are is issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent Trustee thereof and, at the Notes Collateral AgentTrustee’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral AgentTrustee, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent Trustee as to such securities, without further consent of any Grantor or such nominee, or (ii) upon the occurrence and during the continuance of an Event of Default, at the option of the Collateral Trustee, arrange for the Notes Collateral Agent Trustee to become the registered owner of the securities. If any securitiessecurity, whether certificated or uncertificated, or other investment property Investment Property, in each case in an amount in excess of $5,000,000 individually (or $15,000,000 in the aggregate, for all such amounts that are $5,000,000 or less) now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of DefaultCommodity Intermediary, such Grantor shall immediately promptly notify the Notes Collateral Agent Trustee thereof and and, at the Notes Collateral AgentTrustee’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Trustee, either (i) cause such securities intermediary Securities Intermediary or (Commodity Intermediary, as the case may be) commodity intermediary , to agree to comply with entitlement orders or other instructions Entitlement Orders from the Notes Collateral Agent Trustee to such Securities Intermediary as to such securities intermediary as to such security entitlementsor other Investment Property, or upon the occurrence and during the continuance of an Event of Default, at the option of the Collateral Trustee, (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent Trustee to such commodity intermediaryCommodity Intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets Financial Assets (as governed by Article 8 of the New York UCC) or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Agent Trustee to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral AgentTrustee, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent Trustee agrees with each of the Grantors Grantor that the Notes Collateral Agent Trustee shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to (x) any financial assets Excluded Accounts or (y) any Financial Assets credited to a securities account Securities Account for which the Notes Collateral Agent Trustee is the securities intermediarySecurities Intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII and subject to the terms and provisions of the Intercreditor Agreement, if any Grantor shall at any time hold or acquire any certificated securitiessecurities that either (i) have an aggregate value exceeding $1,000,000, or (ii) are certificated securities issued by any Indenture Party, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired from an issuer by any Grantor are uncertificated and uncertificated, are issued to such Grantor or its nominee directly by the such issuer thereofand have a value exceeding $1,000,000, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request's request and option and subject to the terms and provisions of the Intercreditor Agreement, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, but subject to the terms and provisions of the Intercreditor Agreement, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor, which, individually or in the aggregate, have a value exceeding $1,000,000, are held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify promptly notify, the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s 's request and optionoption and subject to the terms and provisions of the Intercreditor Agreement, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, permitted to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property unless an Event of Default has occurred and is continuing. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights would occur. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

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

Investment Property. Except to the extent otherwise provided in Article II, if (i) If any Grantor Pledgor shall at any time hold or acquire any certificated securitiessecurities constituting Investment Property, such Grantor Pledgor shall forthwith promptly endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes blank, all in form and substance satisfactory to Collateral Agent may from time to time reasonably requestAgent. If any securities now or hereafter acquired by any Grantor Pledgor constituting Investment Property are uncertificated and are issued to such Grantor Pledgor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor Pledgor shall promptly immediately notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, and such Pledgor shall either (A) pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) a Control Agreement cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor Pledgor, such nominee or such nomineeany other person, or (iiB) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securitiessecurities constituting Investment Property, whether certificated or uncertificated, or other investment property are Investment Property now or hereafter acquired by any Pledgor is held by any Grantor such Pledgor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of DefaultCommodity Intermediary, such Grantor Pledgor shall immediately promptly notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and optionand, either (A) pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) a Control Agreement cause such securities intermediary Securities Intermediary or (Commodity Intermediary, as the case may be) commodity intermediary , to agree to comply with entitlement orders Entitlement Orders or other instructions from the Notes Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlementssecurities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract Commodity Contract as directed by the Notes Collateral Agent to such commodity intermediaryCommodity Intermediary, as the case may be, in each case without further consent of any Grantor Pledgor, such nominee or such nomineeany other person, or (iiB) in the case of financial assets Financial Assets constituting Investment Property or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor Pledgor being permitted, only with the consent so long as no Default or Event of the Notes Collateral AgentDefault has occurred and is continuing, to exercise rights to withdraw or otherwise deal with such Investment PropertyProperty pursuant to an agreement in form and substance satisfactory to Collateral Agent. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph preceding sentence shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Notes Collateral Agent is the securities intermediarySecurities Intermediary. Each Pledgor represents and warrants to Collateral Agent that, as of the date hereof, such Pledgor maintains no Securities Accounts or Commodity Accounts with any Securities Intermediary or Commodity Intermediary other than (i) as set forth in Section II.E of the Perfection Certificate or (ii) those for which the applicable Pledgor has provided notice thereof to Collateral Agent pursuant to the preceding sentence. Subject to the provisions of this Section 3.04(e)(i), each such Securities Account or Commodities Account is subject to a Control Agreement that is in full force and effect.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securitiessecurities constituting Security Collateral, such Grantor shall forthwith promptly endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities constituting Security Collateral now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable requestrequest and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities, except to the extent that any such action would result in an “assignment” (as such term is defined in the Advisers Act or the Investment Company Act) of any Management Fee Document under the Advisers Act or the Investment Company Act if applicable. If any securitiessecurities constituting Security Collateral, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of DefaultCommodity Intermediary, such Grantor shall immediately promptly notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (i) cause such securities intermediary Securities Intermediary or (Commodity Intermediary, as the case may be) commodity intermediary , to agree to comply with entitlement orders or other instructions Entitlement Orders from the Notes Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlementssecurities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediaryCommodity Intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets Financial Assets (as governed by Article 8 of the New York UCC) or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors Grantor that the Notes Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or unless an Event of Default would occur after giving effect to any such investment and withdrawal rights. The provisions of this paragraph shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Notes Collateral Agent is the securities intermediarySecurities Intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly immediately notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (ia) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (iib) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s 's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlementssecurities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of "financial assets assets" (within the meaning of Article 8 of the New York UCC and governed by Article 8 of the New York UCC) or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights would occur. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except Subject to Section 7.17.1.1 of the extent otherwise provided in Article IICredit Agreement, if any Grantor shall Obligor shall, now or at any time hereafter, hold or acquire any certificated securitiesCollateral consisting of investment property, such Grantor Obligor shall forthwith promptly endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Administrative Agent may from time to time reasonably requestspecify. If Subject to Section 7.17.1.1 of the Credit Agreement, if any such Collateral consisting of investment property consisting of securities now or hereafter acquired by any Grantor such Obligor are uncertificated and are issued to such Grantor any Obligor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor Obligor shall promptly notify the Notes Collateral Administrative Agent thereof and, at the Notes Collateral Administrative Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s 's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Administrative Agent, either (a) cause the issuer to agree to comply without further consent of such Obligor or such nominee, at any time with instructions from the Administrative Agent as to such securities, or (b) arrange for the Administrative Agent to become the registered owner of the securities. Subject to Section 7.17.1.1 of the Credit Agreement, if any Collateral consisting of investment property is held by such Obligor or its nominee through a securities intermediary or commodity intermediary, such Obligor shall promptly notify the Administrative Agent shall thereof and, at the Administrative Agent's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply comply, in each case without further consent of such Obligor or such nominee, at any time with entitlement orders or other instructions from the Notes Collateral Administrative Agent to such securities intermediary as to such security entitlementssecurities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Administrative Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Notes Collateral Administrative Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor such Obligor being permitted, only with prior to the consent occurrence and continuance of the Notes Collateral Agentan Event of Default, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuinginvestment property. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Administrative Agent is the securities intermediary.

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

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

Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the applicable Secured PartiesParties (unless the same are required to be delivered (and are delivered) to the Revolving Facility Collateral Agent pursuant to the Intercreditor Agreement), accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably request. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, unless such Grantor is required to do so (and does so) in favor of the Revolving Facility Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor (or its nominee through a securities intermediary or commodity intermediary) for more than 45 days and such securities or other investment property exceed $2,000,000 in value, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall shall, unless such Grantor is required to do so (and does so) in favor of the Revolving Facility Collateral Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary. Each Grantor that is the issuer of Pledged Equity agrees that it will be bound by the terms of this Agreement with respect to the Pledged Equity issued by it and will comply with such terms insofar as such terms are applicable to it.

Investment Property. Except to (i) As of the extent otherwise provided date hereof, no Pledgor has any Securities Accounts or Commodity Accounts. No Pledgor shall hereafter establish any Commodity Account. No Pledgor shall hereafter establish and maintain any Securities Account with any Securities Intermediary other than Securities Accounts in Article IIwhich less than $20,000 individually and $75,000 in the aggregate is held (the “Excluded Securities Accounts” and, if any Grantor together with the Excluded Deposit Accounts, collectively, the “Excluded Accounts”), unless (x) it shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver have given the same to the Notes Collateral Agent prior written notice of its intention to establish such new Securities Account with such Securities Intermediary, and (y) such Securities Intermediary and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably request. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer within five (5) Business Day of actual receipt thereof, upon the Notes deposit any and all cash and Investment Property (other than any Investment Property pledged pursuant to clauses (ii)(1), (iii)(1) or (iii)(3) below) received by it into a Deposit Account or Securities Account subject to Collateral Agent’s request and following the occurrence of Control or an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment PropertyExcluded Account. The Notes Collateral Agent agrees with each of the Grantors Pledgor that the Notes Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, issuer of uncertificated securities intermediary or commodity intermediarySecurities Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorsuch Pledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph Section 3.4(c) shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Notes Collateral Agent is the securities intermediarySecurities Intermediary. Subject to Permitted Liens, no Pledgor shall grant Control over any Investment Property to any person other than the Collateral Agent.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are “uncertificated securities” (as defined in Section 8-102(18) of the New York UCC) and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form request and substance reasonably satisfactory to the Notes Collateral Agentoption, either (i) use its best efforts to cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, nominee or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately promptly notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) use its best efforts to cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets (as governed by Article 8 of the New York UCC) or other Investment Property investment property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article II, if any (a) If such Grantor shall at become entitled to receive or shall receive any time hold certificate (including, without limitation, any certificate representing a dividend or acquire a distribution in connection with any certificated securitiesreclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall forthwith endorse, assign and deliver accept the same to as the Notes agent of the Collateral Agent for the benefit of the Secured Parties, accompanied hold the same in trust for the Collateral Agent for the benefit of the Secured Parties and deliver the same forthwith to the Collateral Agent in the exact form received, duly indorsed by such instruments of transfer or assignment Grantor to the Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank as by such Grantor and with, if the Notes Collateral Agent may from time so requests, signature guaranteed, to time reasonably requestbe held by the Collateral Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Collateral Agent, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any securities now sums of money or hereafter acquired property so paid or distributed in respect of the Investment Property shall be received by any Grantor are uncertificated and are issued to such Grantor, such Grantor shall, until such money or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory property is paid or delivered to the Notes Collateral Agent, either (i) cause hold such money or property in trust for the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner benefit of the securities. If any securitiesSecured Parties, whether certificated or uncertificatedsegregated from other funds of such Grantor, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such additional collateral security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediarySecured Obligations.

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

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are "uncertificated securities" (as defined in Section 8-102(18) of the New York UCC) and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) use its best efforts to cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, nominee or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately promptly notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s 's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (i) use its best efforts to cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets (as governed by Article 8 of the New York UCC) or other Investment Property investment property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the applicable Secured PartiesParties (unless the Noteholder Collateral Agent is granted a prior security interest in such Investment Property and the same is required to be delivered (and is delivered) to the Noteholder Collateral Agent pursuant to the Intercreditor Agreement), accompanied by such instruments of transfer or assignment duly executed in blank as may be reasonably necessary to perfect the Notes security interest of the Collateral Agent may from time to time reasonably requestAgent. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral AgentAgent (unless the Noteholder Collateral Agent is granted a prior security interest in such Investment Property and such Grantor is required to do so (and does so) in favor of the Noteholder Collateral Agent pursuant to the Intercreditor Agreement), either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor (or its nominee through a securities intermediary or commodity intermediary) for more than 45 days and such securities or other investment property exceed $2,500,000 in value, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall shall, unless such Grantor is required to do so (and does so) in favor of the Noteholder Collateral Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary. Each Grantor that is the issuer of Pledged Equity agrees that it will be bound by the terms of this Agreement with respect to the Pledged Equity issued by it and will comply with such terms insofar as such terms are applicable to it.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securitiessecurities that either (i) have an aggregate value exceeding $1,000,000, or (ii) are certificated securities issued by any Indenture Party, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired from an issuer by any Grantor are uncertificated and uncertificated, are issued to such Grantor or its nominee directly by the such issuer thereofand have a value exceeding $1,000,000, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor, which, individually or in the aggregate, have a value exceeding $1,000,000, are held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify promptly notify, the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s 's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, permitted to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property unless an Event of Default has occurred and is continuing. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights would occur. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the applicable Secured PartiesParties (unless the ABL Collateral Agent is granted a prior security interest in such Investment Property and the same is required to be delivered (and is delivered) to the ABL Collateral Agent pursuant to the Intercreditor Agreement), accompanied by such instruments of transfer or assignment duly executed in blank as may be reasonably necessary to perfect the Notes security interest of the Collateral Agent may from time to time reasonably requestAgent. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral AgentAgent (unless the ABL Collateral Agent is granted a prior security interest in such Investment Property and such Grantor is required to do so (and does so) in favor of the ABL Collateral Agent pursuant to the Intercreditor Agreement), either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor (or its nominee through a securities intermediary or commodity intermediary) for more than 45 days and such securities or other investment property exceed $2,500,000 in value, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall shall, unless such Grantor is required to do so (and does so) in favor of the ABL Collateral Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary. Each Grantor that is the issuer of Pledged Equity agrees that it will be bound by the terms of this Agreement with respect to the Pledge d Equity issued by it and will comply with such terms insofar as such terms are applicable to it.

Investment Property. Except If any Securities, other than (x) any Pledged Equity issued by a Grantor or any other member of the HFF Consolidated Group and pledged pursuant to the extent otherwise provided Article II or (y) any shares of Class A common Equity Interests of HFF that may be (A) held by any Loan Party solely in Article II, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign connection with (and deliver the same to the Notes Collateral Agent for the benefit sole purpose of the Secured Partieseffecting) an exercise of an Exchange Right or (B) issued to any employee pursuant to any employee incentive plan of HFF, accompanied by such instruments of transfer whether certificated or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably request. If any securities uncertificated, or other Investment Property now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of DefaultSecurities Intermediary, such Grantor shall immediately notify the Notes Collateral Administrative Agent thereof and and, at the Notes Collateral Administrative Agent’s request after the occurrence and optionduring the continuance of an Event of Default, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Account Control Agreement, either (i) cause such securities intermediary or (as the case may be) commodity intermediary Securities Intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Administrative Agent to such securities intermediary Securities Intermediary as to such security entitlements, Securities or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediaryother Investment Property, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Administrative Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Administrative Agent agrees with each of the Grantors that the Notes Collateral Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary issuer or commodity intermediarySecurities Intermediary pursuant to any Account Control Agreement, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

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

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

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

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

Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly immediately notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable requestrequest and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (ia) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, nominee or (iib) arrange for the Notes Collateral Agent to become the registered owner of the securities; provided, that the requirements of this sentence shall not apply to any uncertificated securities held by any Grantor in any Person that holds no assets and engages in no operations. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of DefaultCommodity Intermediary, such Grantor shall immediately notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (ia) cause such securities intermediary Securities Intermediary or (Commodity Intermediary, as the case may be) commodity intermediary , to agree to comply with entitlement orders Entitlement Orders or other instructions from the Notes Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlementssecurities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediaryCommodity Intermediary, in each case without further consent of any Grantor or such nominee, nominee or (iib) in the case of financial assets Financial Assets (as governed by Article 8 of the New York UCC) or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Notes Collateral Agent is the securities intermediarySecurities Intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor Guarantor shall at any time hold or acquire any certificated securitiessecurity, such Grantor Guarantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities security now or hereafter acquired by any Grantor are Guarantor that is part of the Article 9 Collateral is uncertificated and are is issued to such Grantor Guarantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s reasonable request and following the occurrence of an Event of Default Default, such Grantor Guarantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, of such uncertificated securities and pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securitiessecurity, without further consent of any Grantor Guarantor or such nominee, or (ii) arrange for cause the Notes issuer to register the Collateral Agent to become as the registered owner of the securitiessuch security. If any securitiessecurity or other Investment Property that is part of the Article 9 Collateral, whether certificated or uncertificated, representing an Equity Interest in a third party and having a fair market value in excess of $10.0 million now or other investment property are hereafter acquired by any Guarantor is held by any Grantor such Guarantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor Guarantor shall immediately promptly notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall a Control Agreement either (iA) cause such securities intermediary or (commodity intermediary, as applicable, to agree, in the case may be) commodity intermediary to agree of a securities intermediary, to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlementssecurities or other Investment Property or, or (as in the case may be) of a commodity intermediary, to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor Guarantor or such nominee, or (iiB) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, Dresser Guarantee and Collateral Agreement 20 for the ratable benefit of the Secured Parties, with the Grantor such Guarantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors Guarantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorGuarantor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such withdrawal or dealing rights, would occur. The provisions of this paragraph (c) shall not apply to any financial assets Financial Assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to (a) The shares of Pledged Stock pledged by such Grantor hereunder constitute all of the extent otherwise provided issued and outstanding shares of all classes of the Capital Stock included in Article IIthe Collateral of each Issuer owned by such Grantor or, in the case of Excluded Foreign Subsidiary Voting Stock, if any Grantor shall at any time hold or acquire any certificated securitiesless, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit 65% of the Secured Parties, accompanied outstanding Excluded Foreign Subsidiary Voting Stock of each relevant Issuer. All the shares of the Pledged Stock issued by such instruments any Subsidiary have been duly and validly issued and are fully paid and nonassessable. The terms of transfer or assignment duly executed any uncertificated limited liability company interests and partnership interests included in blank as the Notes Collateral Agent may Pledged Stock either (i) expressly provide that they are securities governed by Article 8 of the Uniform Commercial Code in effect from time to time reasonably request. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to in the "issuer's jurisdiction" of each Issuer thereof (as such Grantor or its nominee directly by term is defined in the issuer thereofUniform Commercial Code in effect in such jurisdiction) or, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory (ii) to the Notes Collateral Agentextent that such Pledged Stock does not so provide that they are securities, all necessary action under the Uniform Commercial Code has been taken to perfect the security interest granted hereunder in such Pledged Stock. The terms of any certificated limited liability company interests and partnership interests included in the Pledged Stock either (i) cause expressly provide that they are securities governed by Article 8 of the issuer Uniform Commercial Code in effect from time to agree to comply with instructions from time in the Notes Collateral Agent as to such securitiesState of New York or, without further consent of any Grantor or such nominee, or (ii) arrange for to the Notes Collateral Agent extent that such Pledged Stock does not so provide that they are securities, all necessary action under the Uniform Commercial Code has been taken to become perfect the registered owner security interest granted hereunder in such Pledged Stock. Each of the securitiesPledged Notes issued by any Subsidiary constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. If Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any securities, whether certificated and all Liens or uncertificatedoptions in favor of, or claims of, any other investment property are held Person, except Permitted Liens. The applicable Grantor has used commercially reasonable efforts to cause each Subsidiary of Holdings that is an Issuer of Pledged Stock owned by any it and that is not a Grantor or its nominee through a securities intermediary or commodity intermediaryto execute and deliver to the Administrative Agent an Acknowledgment and Agreement, upon in substantially the Notes Collateral Agent’s request and following form of Exhibit A, to the occurrence pledge of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, Pledged Securities pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediaryAgreement.

Investment Property. Except to the extent otherwise provided in permitted by Article IIIII, if any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities (x) of any Subsidiary or (y) of any other Person with an individual outstanding fair market value exceeding $500,000 (other than, in the case of each of the foregoing clauses (x) and (y), Excluded Equity Interests), then, in each case, such Grantor shall promptly (but in any event within 5 Business Days) notify the Collateral Agent thereof and, upon the written request of the Collateral Agent, forthwith endorse, assign and deliver the same all of such Certificated Securities (other than any Excluded Equity Interests) to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly (but in any event within 5 Business Days) notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s request and option, use commercially reasonable request, pursuant efforts to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securitiessecurities in an individual fair market value exceeding $500,000, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately promptly notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (iA) use commercially reasonable efforts to cause such securities intermediary or commodity intermediary (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to to, in the case of a securities entitlement, such securities intermediary as to such security entitlementssecurities entitlement, or (as or, in the case may be) of a commodity contract, to apply any value distributed on account of any such commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (iiB) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Notes Collateral Agent agrees with each of the Grantors Grantor that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default under clause (a), (b), (h) or (i) of Section 7.01 of the Credit Agreement has occurred and is continuingcontinuing or the maturity of the Loans shall have been accelerated. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary. Notwithstanding anything to the contrary in this clause (c), no Grantor shall be required to pledge any Excluded Equity Interests.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly immediately notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request and option, within ninety (90) days of the date of the Agent’s request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (ia) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (iib) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of DefaultCommodity Intermediary, such Grantor shall immediately notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option, within ninety (90) days of the date of the Agent’s request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (ia) cause such securities intermediary Securities Intermediary or (Commodity Intermediary, as the case may be) commodity intermediary , to agree to comply with entitlement orders Entitlement Orders or other instructions from the Notes Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlementssecurities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediaryCommodity Intermediary, in each case without further consent of any Grantor or such nominee, or (iib) in the case of financial assets Financial Assets (as governed by Article 8 of the New York UCC) or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights would occur. The provisions of this paragraph shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Notes Collateral Agent is the securities intermediarySecurities Intermediary.

Investment Property. Except to Each Grantor hereby represents and warrants that, as of the extent otherwise provided date hereof, it (1) has neither opened nor maintains any Securities Accounts or Commodity Accounts other than those listed in Article IISchedule 17 of the Perfection Certificate and (2) as of the date hereof, if it does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Pledged Stock (as defined in the U.S. Pledge Agreement) under the U.S. Pledge Agreement and Capital Stock of the Foreign Joint Ventures and the Crown Cork Foreign Joint Ventures and those maintained in Securities Accounts or Commodity Accounts listed in Schedule 17 of the Perfection Certificate. If any Grantor shall at any time hold or acquire any certificated securitiessecurities constituting Investment Property which relate to a Subsidiary, or which, individually or in the aggregate, have a value in excess of $5,000,000, such Grantor shall forthwith promptly, but in no event later than three (3) Business Days, endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as blank, all in form and substance reasonably satisfactory to the Notes Collateral Agent may from time to time reasonably requestAgent. If any such securities now or hereafter acquired by any Grantor constituting Investment Property are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly promptly, but in no event later than three (3) Business Days, notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, and pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (iA) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (iiB) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securitiesAs between the Collateral Agent and the Grantors, the Grantors shall bear the investment risk with respect to the Investment Property, and the risk of loss of, damage to or the destruction of the Investment Property, whether certificated or uncertificatedin the possession of, or other investment property are held by maintained as a security entitlement or deposit by, or subject to the control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other Person; provided, however, that nothing contained in this Section 3.05(c) shall release or relieve any Securities Intermediary or Commodity Intermediary of its nominee through a securities intermediary duties and obligations to the Grantors or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such any other Person under any Control Agreement or under applicable law. Each Grantor shall immediately notify the Notes Collateral Agent thereof promptly pay all Charges and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary fees of whatever kind or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder nature with respect to the Investment Property pledged by it under this Agreement. In the event any Grantor shall fail to make such Investment Propertypayment contemplated in the immediately preceding sentence, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each may do so for the account of such Grantor and the Grantors that shall promptly reimburse and indemnify the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, from all costs and shall not withhold its consent to expenses incurred by the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediaryunder this Section 3.05(c).

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

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

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securitiessecurities which are not Excluded Collateral, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Administrative Agent for (subject to the benefit terms of the Secured Parties, Intercreditor Agreement) accompanied by such undated instruments of transfer or assignment duly executed in blank as the Notes Collateral Administrative Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor which are not Excluded Collateral are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly immediately notify the Notes Collateral Administrative Agent thereof and, at the Notes Collateral Administrative Agent’s reasonable requestrequest and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Administrative Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Administrative Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor which are not Excluded Collateral are held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Administrative Agent thereof and and, at the Notes Collateral Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Administrative Agent, either (i) cause such securities intermediary or (commodity intermediary, as the case may be) commodity intermediary , to agree to comply with entitlement orders or other instructions from the Notes Collateral Administrative Agent to such securities intermediary as to such security entitlements, entitlements or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Administrative Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor or Grantor, such nominee, or any other Person, or (ii) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Administrative Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Administrative Agent agrees with each of the Grantors that the Notes Collateral Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any financial assets Financial Assets credited to a securities account for which the Notes Collateral Administrative Agent is the securities intermediary. Notwithstanding anything to the contrary contained in the Agreement or any other Loan Document, no Grantor nor any of its Subsidiaries shall be required to enter into any security agreements or pledge agreements governed by foreign law.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securitiesPledged Intercompany Notes, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify; provided, that the Borrower shall not be required to comply with this provision until the 30th day after the Amendment Effective Date. If With respect to any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereofGrantor, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately promptly notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s 's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Notes requirements set forth in the two immediately preceding sentences shall not apply to securities acquired or held by the Grantors which, in the aggregate, have a value of $1,000,000 or less. The Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights would occur. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIf any Obligor shall, if any Grantor shall now or at any time hereafter, hold or acquire any one or more certificated securities not evidencing or constituting Excluded Collateral with a fair market value in excess of $100,000, in the aggregate for all such certificated securities, such Grantor Obligor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities (not evidencing or constituting Excluded Collateral) now or hereafter acquired by any Grantor such Obligor are uncertificated and are issued to such Grantor Obligor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor Company shall promptly immediately notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable requestrequest and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) use its reasonable efforts to cause the issuer to agree to comply without further consent of such Obligor or such nominee, at any time following the occurrence and during the continuance of an Event of Default with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Obligor (not evidencing or constituting Excluded Collateral) are held by any Grantor Obligor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor Obligor shall immediately notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) Agent, use its reasonable efforts to cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply comply, in each case without further consent of such Obligor or such nominee, at any time with entitlement orders or other instructions from the Notes Collateral Agent Agent, subject to the provisions of this Section 4.3 noted below, to such securities intermediary as to such security entitlementssecurities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent subject to the provisions of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertythis Section 4.3 noted below. The Notes Collateral Agent agrees with each of the Grantors Obligors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorthe Obligors, unless an Event of Default has occurred and is continuingcontinuing or would occur, after giving effect to any such investment and withdrawal rights not otherwise permitted by each of the Credit Documents. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

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

Investment Property. Except to the extent otherwise provided in Article II, if If any Grantor shall at any time hold or acquire any certificated securitiessecurities with a value, individually, in excess of $500,000 or, in the aggregate for all Grantors for all Investment Property, in excess of $2,000,000 (but only to the extent of such excess), such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor with a value, individually, in excess of $500,000 or, in the aggregate for all Grantors for all Investment Property, in excess of $2,000,000 (but only to the extent of such excess) are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly immediately notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor that have a value, individually, in excess of $500,000 or, in the aggregate for all Grantors for all Investment Property, in excess of $2,000,000 (but only to the extent of such excess) are held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s 's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (iA) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlementssecurities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (iiB) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights would occur. The provisions of this paragraph (c) shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except In view of the position of the Grantor in relation to the extent otherwise provided Investment Property, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in Article IIeffect, if or any Grantor shall at similar statute hereafter enacted analogous in purpose or effect (such Act and any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank similar statute as the Notes Collateral Agent may from time to time reasonably requestin effect being called the “Federal securities laws”) with respect to any disposition of the Investment Property permitted hereunder. If any The Grantor understands that compliance with the Federal securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by laws might very strictly limit the issuer thereof, upon course of conduct of the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof andif the Collateral Agent were to attempt to dispose of all or any part of the Investment Property, at and might also limit the Notes extent to which or the manner in which any subsequent transferee of any Investment Property could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent’s reasonable requestAgent in any attempt to dispose of all or part of the Investment Property under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. The Grantor recognizes that in light of such restrictions and limitations the Collateral Agent may, pursuant with respect to an agreement in form any sale of the Investment Property, limit the purchasers to those who will agree, among other things, to acquire such Investment Property for their own account, for investment, and substance reasonably satisfactory not with a view to the Notes distribution or resale thereof. The Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, either in its sole and absolute discretion, (i) cause the issuer may proceed to agree to comply with instructions from the Notes Collateral Agent as to make such securities, without further consent of any Grantor a sale whether or such nominee, or (ii) arrange not a registration statement for the Notes Collateral Agent to become the registered owner purpose of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to registering such Investment Property, or any part thereof, shall have been filed under the Federal securities laws and (ii) may approach and negotiate with a single potential purchaser to effect such sale. The Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the Grantor being permittedseller than if such sale were a public sale without such restrictions. In the event of any such sale, only with the consent Collateral Agent shall incur no responsibility or liability for selling all or any part of the Notes Investment Property at a price that the Collateral Agent, to exercise rights to withdraw in its discretion, may in good fxxxx xxxx reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuingif more than a single purchaser were approached. The provisions of this paragraph shall not Section will apply to any financial assets credited to notwithstanding the existence of a securities account for public or private market upon which the Notes quotations or sales prices may exceed substantially the price at which the Collateral Agent is the securities intermediarysells any such Investment Property.

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

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