Common use of Investment Property Clause in Contracts

Investment Property. Subject to the limitations set forth in Section 2 hereof, if the Guarantor shall now or at any time hereafter hold or acquire any certificated securities of any Subsidiary, the Guarantor shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. If any securities now or hereafter acquired by the Guarantor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) issued to the Guarantor or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor shall promptly notify the Agent thereof and, at the Agent’s request and option pursuant to an agreement in a form and substance reasonably satisfactory to the Agent, either (A) cause the issuer to agree to comply, without further consent of the Guarantor, or such nominee, at any time with instructions from the Agent as to each Material Security or (B) arrange for the Agent to become the registered owner of such Material Security. Subject to the limitations set forth in Section 2 hereof, if any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor are held by the Guarantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Security, the Guarantor shall promptly notify the Agent thereof and, at the Agent’s request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time with entitlement orders or other instructions from the Agent to such securities intermediary as to such Material Security, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Agent to such commodity intermediary, or (ii) in the case of a Material Security held through a securities intermediary, arrange for the Agent to become the entitlement holder with respect to such a Material Security, with the Guarantor being permitted, only with the consent of the Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Agent agrees with the Guarantor that the 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 the Guarantor, unless an Event of Default has occurred and is continuing or would occur after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents. The provisions of this Section 4.3 shall not apply to any financial assets credited to a securities account for which the Agent is the securities intermediary.

Investment Property. Subject to If the limitations set forth in Section 2 hereofBorrower shall, if the Guarantor shall now or at any time hereafter hereafter, hold or acquire any certificated securities of any Subsidiarysecurities, the Guarantor Borrower shall forthwith endorse, assign and deliver the same to the Operations Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Operations Agent may from time to time specify. If any securities now or hereafter acquired by the Guarantor Borrower are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor Borrower or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor Borrower shall promptly immediately notify the Operations Agent thereof and, at the Operations Agent’s request and option option, pursuant to an agreement in a form and substance reasonably satisfactory to the Operations Agent, either (Aa) cause the issuer to agree to comply, comply without further consent of the Guarantor, Borrower or such nominee, at any time with instructions from the Operations Agent as to each Material Security such securities, or (Bb) arrange for the Operations Agent to become the registered owner of such Material Securitythe securities. Subject to the limitations set forth in Section 2 hereof, if If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor Borrower are held by the Guarantor Borrower or its nominee through a securities intermediary or commodity intermediary and constitute a Material Securityintermediary, the Guarantor Borrower shall promptly immediately notify the Operations Agent thereof and, at the Operations Agent’s request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Operations Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor Borrower or such nominee, at any time with entitlement orders or other instructions from the Operations Agent to such securities intermediary as to such Material Securitysecurities 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 Operations Agent to such commodity intermediary, or (ii) in the case of a Material Security financial assets or other investment property held through a securities intermediary, arrange for the Operations Agent to become the entitlement holder with respect to such a Material Securityinvestment property, with the Guarantor Borrower being permitted, only with the consent of the Operations Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Operations Agent agrees with the Guarantor Borrower that the Operations 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 the GuarantorBorrower, unless an Event of Default has occurred and is continuing or would occur 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 Section 4.3 paragraph shall not apply to any financial assets credited to a securities account for which the Operations Agent is the securities intermediary.

Investment Property. Subject to the limitations set forth in Section 2 hereof, if the Guarantor shall now or at any time hereafter hold or acquire any certificated securities of any Subsidiary, the Guarantor shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. If any securities now or hereafter acquired by the Guarantor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) issued to the Guarantor or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor shall promptly notify the Agent thereof and, at the Agent’s request and option pursuant to an agreement in a form and substance reasonably satisfactory to the Agent, either (A) cause the issuer to agree to comply, without further consent of the Guarantor, or such nominee, at any time with instructions from the Agent as to each Material Security or (B) arrange for the Agent to become the registered owner of such the Material SecuritySecurities. Subject to the limitations set forth in Section 2 hereof, if any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor are is held by the Guarantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Security, the Guarantor shall promptly notify the Agent thereof and, at the Agent’s request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time with entitlement orders or other instructions from the Agent to such securities intermediary as to such a Material Security, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Agent to such commodity intermediary, or (ii) in the case of a Material Security held through a securities intermediary, arrange for the Agent to become the entitlement holder with respect to such a Material Security, with the Guarantor being permitted, only with the consent of the Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Agent agrees with the Guarantor that the 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 the Guarantor, unless an Event of Default has occurred and is continuing or would occur 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 Section 4.3 paragraph shall not apply to any financial assets credited to a securities account for which the Agent is the securities intermediary.

Investment Property. Subject Except to the limitations set forth extent otherwise provided in Section 2 hereofArticle III, if the Guarantor any Grantor shall now or at any time hereafter hold or acquire any certificated securities of any Subsidiarysecurities, the Guarantor such Grantor shall 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. If any securities now or hereafter acquired by the Guarantor any Grantor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor such Grantor or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor such Grantor shall promptly immediately notify the Administrative Agent thereof and, at the Administrative Agent’s request and option option, pursuant to an agreement in a form and substance reasonably satisfactory to the Administrative Agent, either (Aa) cause the issuer to agree to complycomply with instructions from the Administrative Agent as to such securities, without further consent of the Guarantor, any Grantor or such nominee, at any time with instructions from the Agent as to each Material Security or (Bb) arrange for the Administrative Agent to become the registered owner of such Material Securitythe securities. Subject to the limitations set forth in Section 2 hereof, if If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by the Guarantor any Grantor are held by the Guarantor such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary and constitute a Material SecurityCommodity Intermediary, the Guarantor such Grantor shall promptly immediately notify the Administrative Agent thereof and, at the Administrative Agent’s request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either (ia) cause such securities intermediary Securities Intermediary or (Commodity Intermediary, as the case may be) commodity intermediary , to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders Entitlement Orders or other instructions from the Administrative Agent to such securities intermediary Securities Intermediary as to such Material Securitysecurities 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 Administrative Agent to such commodity intermediaryCommodity Intermediary, in each case without further consent of any Grantor or such nominee, or (iib) in the case of a Material Security 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 Administrative Agent to become the entitlement holder Entitlement Holder with respect to such a Material SecurityInvestment Property, with the Guarantor Grantor being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. The Administrative Agent agrees with each of the Guarantor Grantors that the Administrative Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by the Guarantorany Grantor, unless an Event of Default has occurred and is continuing or would occur continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documentswould occur. The provisions of this Section 4.3 paragraph shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Administrative Agent is the securities intermediarySecurities Intermediary.

Investment Property. Subject to If the limitations set forth in Section 2 hereofCompany shall, if the Guarantor shall now or at any time hereafter hereafter, hold or acquire any certificated securities of any Subsidiarysecurities, the Guarantor Company shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. If any securities now or hereafter acquired by the Guarantor Company are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor Company or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor Company shall promptly immediately notify the Agent thereof and, at the Agent’s 's request and option option, pursuant to an agreement in a form and substance reasonably satisfactory to the Agent, either (Aa) cause the issuer to agree to comply, comply without further consent of the Guarantor, Company or such nominee, at any time with instructions from the Agent as to each Material Security such securities, or (Bb) arrange for the Agent to become the registered owner of such Material Securitythe securities. Subject to the limitations set forth in Section 2 hereof, if If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor Company are held by the Guarantor Company or its nominee through a securities intermediary or commodity intermediary and constitute a Material Securityintermediary, the Guarantor Company shall promptly immediately notify the Agent thereof and, at the Agent’s 's request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor Company or such nominee, at any time with entitlement orders or other instructions from the Agent to such securities intermediary as to such Material Securitysecurities 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 Agent to such commodity intermediary, or (ii) in the case of a Material Security financial assets or other investment property held through a securities intermediary, arrange for the Agent to become the entitlement holder with respect to such a Material Securityinvestment property, with the Guarantor Company being permitted, only with the consent of the Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Agent agrees with the Guarantor Company that the 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 the GuarantorCompany, unless an Event of Default has occurred and is continuing or would occur 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 Section 4.3 paragraph shall not apply to any financial assets credited to a securities account for which the Agent is the securities intermediary.

Investment Property. Subject to If the limitations set forth in Section 2 hereof, if the Guarantor Grantor shall now or at any time hereafter hold or acquire any certificated securities of any Subsidiarysecurities, the Guarantor Grantor shall forthwith endorse, assign and deliver the same to the AgentLender, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent Lender may from time to time specify. If any securities now or hereafter acquired by the Guarantor Grantor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor Grantor or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor Grantor shall promptly immediately notify the Agent Lender thereof and, at the AgentLender’s request and option option, pursuant to an agreement in a form and substance reasonably satisfactory to the AgentLender, either (Ai) cause the issuer to agree to comply, without further consent of the Guarantor, Grantor or such nominee, at any time with instructions from the Agent Lender as to each Material Security such securities, or (Bii) arrange for the Agent Lender to become the registered owner of such Material Securitythe securities. Subject to the limitations set forth in Section 2 hereof, if If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor Grantor are held by the Guarantor Grantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Securityintermediary, the Guarantor Grantor shall promptly immediately notify the Agent Lender thereof and, at the AgentLender’s request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the AgentLender, either (iy) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor Grantor or such nominee, at any time with entitlement orders or other instructions from the Agent Lender to such securities intermediary as to such Material Securitysecurities 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 Agent Lender to such commodity intermediary, or (iiz) in the case of a Material Security financial assets or other investment property held through a securities intermediary, arrange for the Agent Lender to become the entitlement holder with respect to such a Material Securityinvestment property, with the Guarantor Grantor being permitted, only with the consent of the AgentLender, to exercise rights to withdraw or otherwise deal with such investment property. The Agent Lender agrees with the Guarantor Grantor that the Agent Lender shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by the GuarantorGrantor, unless an Event of Default has occurred and is continuing or would occur 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 Section 4.3 paragraph shall not apply to any financial assets credited to a securities account for which the Agent Lender is the securities intermediary.

Investment Property. Subject to the limitations set forth in Section 2 hereof, if the Guarantor If any Grantor shall now or at any time hereafter hold or acquire any certificated securities of any Subsidiarysecurities, the Guarantor Grantor shall forthwith endorse, assign pledge and deliver the same to the AgentPurchasers, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent Purchasers may from time to time specify. If any securities now or hereafter acquired by the Guarantor any Grantor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor Grantor or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor Grantor shall promptly immediately notify the Agent Purchasers thereof and, at the Agent’s Purchasers’ request and option option, pursuant to an agreement in a form and substance reasonably satisfactory to the AgentPurchasers, either (Aa) cause the issuer to agree to complycomply with instructions from the Purchasers as to such securities, without further consent of the Guarantor, Grantor or such nominee, at any time with instructions from the Agent as to each Material Security or (Bb) arrange for the Agent Purchasers to become the registered owner owners of such Material Securitythe securities. Subject to the limitations set forth in Section 2 hereof, if If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor any Grantor are held by the Guarantor Grantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Securityintermediary, the Guarantor Grantor shall promptly immediately notify the Agent Purchasers thereof and, at the Agent’s Purchasers’ request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the AgentPurchasers, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders or other instructions from the Agent Purchasers to such securities intermediary as to such Material Securitysecurities 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 Agent Purchasers to such commodity intermediary, in each case without further consent of the Grantor or such nominee, or (ii) in the case of a Material Security financial assets or other investment property held through a securities intermediary, arrange for the Agent Purchasers to become the entitlement holder holders with respect to such a Material Securityinvestment property, with the Guarantor Grantor being permitted, only with the consent of the AgentPurchasers, to exercise rights to withdraw or otherwise deal with such investment property. The Agent agrees Purchasers agree with the Guarantor Grantors that the Agent Purchasers 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 the GuarantorGrantors, unless an Event of Default has occurred and is continuing or would occur continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Transaction Documents, would occur. The provisions of this Section 4.3 paragraph shall not apply to any financial assets credited to a securities account for which the Agent any Purchaser is the securities intermediary.

Investment Property. Subject Except to the limitations set forth extent otherwise provided in Section 2 hereofArticle 3, if the Guarantor any Pledgor shall now or at any time hereafter hold or acquire any certificated securities of any SubsidiaryCertificated Security constituting Pledged Collateral or Article 9 Collateral, the Guarantor such Pledgor shall 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 reasonably specify. If any securities security of a domestic issuer now owned or hereafter acquired by the Guarantor are (a) (i) any Pledgor is uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) is issued to the Guarantor such Pledgor or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor such Pledgor shall promptly notify the Administrative Agent thereof and, at of such uncertificated securities and (i) upon the Administrative Agent’s reasonable request and option pursuant to an agreement in a form and substance reasonably satisfactory to the Agent, either (A) cause the issuer to agree to comply, without further consent of the Guarantor, or such nominee, at any time with instructions from the Agent as to each Material Security or (Bii) arrange for upon the Agent to become occurrence and during the registered owner continuance of an Event of Default, such Material Security. Subject to the limitations set forth in Section 2 hereof, if any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor are held by the Guarantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Security, the Guarantor Pledgor shall promptly notify the Agent thereof and, at the Agent’s request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either (i) cause the issuer to agree to comply with instructions from the Administrative Agent as to such security, without further consent of any Pledgor or such nominee, or (ii) cause the issuer to register the Administrative Agent as the registered owner of such security. If any security or other Investment Property, whether certificated or uncertificated, representing an Equity Interest in a third party and having a fair market value in excess of $5.0 million now or hereafter acquired by any Pledgor is held by such Pledgor or its nominee through a securities intermediary or commodity intermediary, such Pledgor shall promptly notify the Administrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to a Control Agreement in form and substance reasonably satisfactory to the Administrative Agent, either (A) cause such securities intermediary or (commodity intermediary, as applicable, to agree, in the case may be) commodity intermediary of a securities intermediary, to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders or other instructions from the Administrative Agent to such securities intermediary as to such Material Securitysecurities 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 Administrative Agent to such commodity intermediary, in each case without further consent of any Pledgor or such nominee, or (iiB) in the case of a Material Security Financial Assets or other Investment Property held through a securities intermediary, arrange for the Administrative Agent to become the entitlement holder with respect to such a Material SecurityInvestment Property, for the ratable benefit of the Secured Parties, with the Guarantor such Pledgor being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. The Administrative Agent agrees with each of the Guarantor Guarantors that the 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 the Guarantorany Pledgor, unless an Event of Default has occurred and is continuing or would occur or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documentsor dealing rights, would occur. The provisions of this Section 4.3 paragraph (b) shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Administrative Agent is the securities intermediary.

Investment Property. Subject to the limitations set forth in Section 2 hereof, if the Guarantor shall now or at any time hereafter hold or acquire any certificated securities of any Subsidiary, the Guarantor shall forthwith endorse, assign and deliver the same to the AgentLender, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent Lender may from time to time specify. If any securities now or hereafter acquired by the Guarantor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) issued to the Guarantor or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor shall promptly notify the Agent Lender thereof and, at the AgentLender’s request and option pursuant to an agreement in a form and substance reasonably satisfactory to the AgentLender, either (A) cause the issuer to agree to comply, without further consent of the Guarantor, or such nominee, at any time with instructions from the Agent Lender as to each Material Security or (B) arrange for the Agent Lender to become the registered owner of such the Material SecuritySecurities. Subject to the limitations set forth in Section 2 hereof, if any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor are is held by the Guarantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Security, the Guarantor shall promptly notify the Agent Lender thereof and, at the AgentLender’s request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the AgentLender, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time with entitlement orders or other instructions from the Agent Lender to such securities intermediary as to such a Material Security, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Agent Lender to such commodity intermediary, or (ii) in the case of a Material Security held through a securities intermediary, arrange for the Agent Lender to become the entitlement holder with respect to such a Material Security, with the Guarantor being permitted, only with the consent of the AgentLender, to exercise rights to withdraw or otherwise deal with such investment property. The Agent Lender agrees with the Guarantor that the Agent Lender shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by the Guarantor, unless an Event of Default has occurred and is continuing or would occur 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 Section 4.3 paragraph shall not apply to any financial assets credited to a securities account for which the Agent Lender is the securities intermediary.

Investment Property. Subject to the limitations set forth in Section 2 hereof, if the Guarantor (i) If any Pledgor shall now or at any time hereafter hold or acquire any certificated securities constituting Investment Property, such Pledgor shall contemporaneously with the delivery of any Subsidiary, financial statements in accordance with Section 5.01(a) or (b) of the Guarantor shall forthwith Credit Agreement endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time blank, all in form and substance satisfactory to time specifyCollateral Agent. If any securities now or hereafter acquired by the Guarantor any Pledgor constituting Investment Property are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor such Pledgor or its nominee directly by the issuer thereof, and such Pledgor shall contemporaneously with the delivery of financial statements in accordance with Section 5.01(a) or (cb) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor shall promptly Credit Agreement notify the Collateral Agent thereof and, at the Agent’s request and option pursuant to an agreement in a form and substance reasonably satisfactory to the Agent, such Pledgor shall either (A) pursuant to a Control Agreement cause the issuer to agree to complycomply with instructions from Collateral Agent as to such securities, without further consent of the Guarantorany Pledgor, such nominee or such nomineeany other person, at any time with instructions from the Agent as to each Material Security or (B) arrange for the Collateral Agent to become the registered owner of such Material Securitythe securities. Subject to the limitations set forth in Section 2 hereof, if If any securitiessecurities constituting Investment Property, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by the Guarantor are any Pledgor is held by the Guarantor such Pledgor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary and constitute a Material SecurityCommodity Intermediary, such Pledgor shall contemporaneously with the Guarantor shall promptly delivery of financial statements in accordance with Section 5.01(a) or (b) of the Credit Agreement notify the Collateral Agent thereof and, at the Agent’s request and option, the Guarantor shall, pursuant to an agreement unless waived in form and substance reasonably satisfactory to the Agentwriting by Collateral Agent in its sole discretion, either (iA) pursuant to a Control Agreement cause such securities intermediary Securities Intermediary or (Commodity Intermediary, as the case may be) commodity intermediary , to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders Entitlement Orders or other instructions from the Collateral Agent to such securities intermediary Securities Intermediary as to such Material Securitysecurities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract Commodity Contract as directed by the Collateral Agent to such commodity intermediaryCommodity Intermediary, as the case may be, in each case without further consent of any Pledgor, such nominee or any other person, or (iiB) in the case of a Material Security Financial Assets constituting Investment Property or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Collateral Agent to become the entitlement holder Entitlement Holder with respect to such a Material SecurityInvestment Property, with the Guarantor Pledgor being permitted, only with the consent so long as no Default or Event of the AgentDefault has occurred and is continuing, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property pursuant to an agreement in form and substance satisfactory to Collateral Agent. The Agent agrees with the Guarantor that the 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 the Guarantor, unless an Event of Default has occurred and is continuing or would occur after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents. The provisions of this Section 4.3 preceding sentence shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which Collateral Agent is the Securities 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 is pursuant to the securities intermediarypreceding sentence.

Investment Property. Subject Except to the limitations set forth extent otherwise provided in Section 2 hereofArticle II, if the Guarantor any Grantor shall now or at any time hereafter hold or acquire any certificated securities of securities, such Grantor shall forthwith, and in any Subsidiaryevent within 45 days after the acquisition thereof, the Guarantor shall forthwith endorse, assign and deliver the same to the AgentAdministrative Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specifyreasonably request. If any securities now or hereafter acquired by the Guarantor any Grantor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor such Grantor or its nominee directly by the issuer thereof, and following the occurrence of an Event of Default (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor about which such Grantor shall promptly notify the Agent thereof Administrative Agent) and, at the Administrative Agent’s request and option pursuant to an agreement in a form and substance reasonably satisfactory to the Agent, either (A) cause the issuer to agree to comply, without further consent of the Guarantor, or such nominee, at any time with instructions from the Agent as to each Material Security or (B) arrange for the Agent to become the registered owner of such Material Security. Subject to the limitations set forth in Section 2 hereof, if any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor are held by the Guarantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Security, the Guarantor shall promptly notify the Agent thereof and, at the Agent’s request and option, the Guarantor shallreasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the 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 any Grantor or such nominee, or (ii) arrange for the Administrative Agent to become the registered owner of such 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, following the occurrence of an Event of Default, such Grantor shall immediately 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 shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders or other instructions from the Administrative Agent to such securities intermediary as to such Material Securitysecurity entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Administrative Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of a Material Security financial assets or other Investment Property held through a securities intermediary, arrange for the Administrative Agent to become the entitlement holder with respect to such a Material SecurityInvestment Property, with the Guarantor Grantor being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. The Administrative Agent agrees with each of the Guarantor Grantors that the 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 the Guarantorany Grantor, unless an Event of Default has occurred and is continuing or would occur after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documentscontinuing. The provisions of this Section 4.3 paragraph shall not apply to any financial assets credited to a securities account for which the Administrative Agent is the securities intermediary.

Investment Property. Subject Except to the limitations set forth extent otherwise provided in Section 2 hereofArticle III, if the any Guarantor shall now or at any time hereafter hold or acquire any certificated securities security with a value in excess of any Subsidiary$1,000,000, the such Guarantor shall 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 reasonably specify. If any securities security now or hereafter acquired by any Guarantor that is part of the Guarantor are (a) (i) Article 9 Collateral is uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) is issued to the such Guarantor or its nominee directly by the issuer thereof, upon the Administrative Agent’s reasonable request and (c) have a principal amount or value in excess following the occurrence of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”)an Event of Default, the such Guarantor shall promptly notify the Administrative Agent thereof and, at the Agent’s request and option pursuant to an agreement in a form and substance reasonably satisfactory to the Agent, either (A) cause the issuer to agree to comply, without further consent of the Guarantor, or such nominee, at any time with instructions from the Agent as to each Material Security or (B) arrange for the Agent to become the registered owner of such Material Security. Subject to the limitations set forth in Section 2 hereof, if any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor are held by the Guarantor or its nominee through a uncertificated securities intermediary or commodity intermediary and constitute a Material Security, the Guarantor shall promptly notify the Agent thereof and, at the Agent’s request and option, the Guarantor shall, 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 issuer to agree to complycomply with instructions from the Administrative Agent as to such security, in each case without further consent of the any Guarantor or such nominee, or (ii) cause the issuer to register the Administrative Agent as the registered owner of such security. If any security or other Investment Property that is part of the Article 9 Collateral, whether certificated or uncertificated, representing an Equity Interest (other than shares in mutual funds and money market funds that constitute Permitted Investments) in a third party and having a fair market value in excess of $10,000,000 now or hereafter acquired by any Guarantor is held by such Guarantor or its nominee through a securities intermediary or commodity intermediary, such Guarantor shall promptly notify the Administrative Agent thereof and, at any time the Administrative Agent’s request and option, pursuant to a Control Agreement either (A) cause such securities intermediary or commodity intermediary, as applicable, to agree, in the case of a securities intermediary, to comply with entitlement orders or other instructions from the Administrative Agent to such securities intermediary as to such Material Securitysecurities 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 Administrative Agent to such commodity intermediary, in each case without further consent of any Guarantor or such nominee, or (iiB) in the case of a Material Security Financial Assets or other Investment Property held through a securities intermediary, arrange for the Administrative Agent to become the entitlement holder with respect to such a Material SecurityInvestment Property, for the ratable benefit of the Secured Parties, with the such Guarantor being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. The Administrative Agent agrees with each of the Guarantor Guarantors that the 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 the any Guarantor, unless an Event of Default has occurred and is continuing or would occur or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documentsor dealing rights, would occur. The provisions of this Section 4.3 paragraph (c) shall not apply to any financial assets Financial Assets credited to a securities account for which the Administrative Agent is the securities intermediary.

Investment Property. Subject to the limitations set forth in Section 2 hereof, if the Guarantor (a) If any Grantor shall now or at any time hereafter hold or acquire any certificated securities Certificated Securities (other than treasury stock of any Subsidiarysuch Grantor), the Guarantor such Grantor shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify, all of which thereafter shall be held by the Agent, pursuant to the terms of this Agreement, as part of the Collateral. If any securities Securities now held or hereafter acquired by the Guarantor any Grantor are Uncertificated Securities (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (btreasury stock of such Grantor) and are issued to the Guarantor such Grantor or its nominee directly by the issuer Issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor shall promptly notify the Agent thereof and, at the Agent’s request and option pursuant to an agreement in a form and substance reasonably satisfactory to the Agent, either (A) cause the issuer to agree to comply, without further consent of the Guarantor, or such nominee, at any time with instructions from the Agent as to each Material Security or (B) arrange for the Agent to become the registered owner of such Material Security. Subject to the limitations set forth in Section 2 hereof, if any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor are held by the Guarantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Security, the Guarantor Grantor shall promptly notify the Agent thereof and, at the Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Guarantor shallAgent, either (i) cause the Issuer to agree to comply with instructions from the Agent as to such Securities, without further consent of such Grantor or the nominee, or (ii) arrange for the Agent to become the registered owner of the Securities. If any Grantor, 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, such Grantor agrees to accept the same in trust for the Agent and the other Credit Parties and to forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify, to be held by the Agent as Collateral. If any Securities, whether Certificated Securities or Uncertificated Securities, or other Investment Property now held or hereafter acquired by any Grantor are held by such Grantor or its nominee through a Securities Intermediary or Commodity Intermediary, such Grantor shall promptly notify the Agent thereof and, at the Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, either (i) cause such securities intermediary Securities Intermediary or (Commodity Intermediary, as the case may be) commodity intermediary , to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders Entitlement Orders or other instructions from the Agent to such securities intermediary Securities Intermediary as to such Material SecuritySecurities 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 Agent to such commodity intermediaryCommodity Intermediary, in each case without the further consent of such Grantor or such nominee, or (ii) in the case of a Material Security Financial Assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Agent to become the entitlement holder Entitlement Holder with respect to such a Material Security, with the Guarantor being permitted, only with the consent of the Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Agent agrees with the Guarantor that the 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 the Guarantor, unless an Event of Default has occurred and is continuing or would occur after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents. The provisions of this Section 4.3 shall not apply to any financial assets credited to a securities account for which the Agent is the securities intermediaryInvestment Property.

Investment Property. Subject Except to the limitations set forth extent otherwise provided in Section 2 hereofArticle III, if the any Guarantor shall now or at any time hereafter hold or acquire any certificated securities security with a value in excess of any Subsidiary$5,000,000, the such Guarantor shall 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 reasonably specify. If any securities security now or hereafter acquired by any Guarantor that is part of the Guarantor are (a) (i) Article 9 Collateral is uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) is issued to the such Guarantor or its nominee directly by the issuer thereof, upon the Administrative Agent’s reasonable request and (c) have a principal amount or value in excess following the occurrence of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”)an Event of Default, the such Guarantor shall promptly notify the Administrative Agent thereof and, at the Agent’s request and option pursuant to an agreement in a form and substance reasonably satisfactory to the Agent, either (A) cause the issuer to agree to comply, without further consent of the Guarantor, or such nominee, at any time with instructions from the Agent as to each Material Security or (B) arrange for the Agent to become the registered owner of such Material Security. Subject to the limitations set forth in Section 2 hereof, if any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor are held by the Guarantor or its nominee through a uncertificated securities intermediary or commodity intermediary and constitute a Material Security, the Guarantor shall promptly notify the Agent thereof and, at the Agent’s request and option, the Guarantor shall, 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 issuer to agree to complycomply with instructions from the Administrative Agent as to such security, in each case without further consent of the any Guarantor or such nominee, or (ii) cause the issuer to register the Administrative Agent as the registered owner of such security. If any security or other Investment Property that is part of the Article 9 Collateral, whether certificated or uncertificated, representing an Equity Interest (other than shares in mutual funds and money market funds that constitute Permitted Investments) in a third party and having a fair market value in excess of $20,000,000 now or hereafter acquired by any Guarantor is held by such Guarantor or its nominee through a securities intermediary or commodity intermediary, such Guarantor shall promptly notify the Administrative Agent thereof and, at any time the Administrative Agent’s request and option, pursuant to a Control Agreement either (A) cause such securities intermediary or commodity intermediary, as applicable, to agree, in the case of a securities intermediary, to comply with entitlement orders or other instructions from the Administrative Agent to such securities intermediary as to such Material Securitysecurities 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 Administrative Agent to such commodity intermediary, in each case without further consent of any Guarantor or such nominee, or (iiB) in the case of a Material Security Financial Assets or other Investment Property held through a securities intermediary, arrange for the Administrative Agent to become the entitlement holder with respect to such a Material SecurityInvestment Property, for the ratable benefit of the Secured Parties, with the such Guarantor being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. The Administrative Agent agrees with each of the Guarantor Guarantors that the 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 the any Guarantor, unless an Event of Default has occurred and is continuing or would occur or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documentsor dealing rights, would occur. The provisions of this Section 4.3 paragraph (c) shall not apply to any financial assets Financial Assets credited to a securities account for which the Administrative Agent is the securities intermediary.

Investment Property. Subject to the limitations set forth in Section 2 hereofIf any Grantor shall, if the Guarantor shall now or at any time hereafter hereafter, hold or acquire any certificated securities of any Subsidiarysecurities, the Guarantor such Grantor shall 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. If any securities now or hereafter acquired by the Guarantor such Grantor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor such Grantor or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor such Grantor shall promptly immediately notify the Administrative Agent thereof and, at the Administrative Agent’s request and option option, pursuant to an agreement in a form and substance reasonably satisfactory to the Administrative Agent, either (Aa) cause the issuer to agree to comply, comply without further consent of the Guarantor, such Grantor or such nominee, at any time with instructions from the Administrative Agent as to each Material Security such securities, or (Bb) arrange for the Administrative Agent to become the registered owner of such Material Securitythe securities. Subject to the limitations set forth in Section 2 hereof, if If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor any Grantor are held by the Guarantor such Grantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Securityintermediary, the Guarantor such Grantor shall promptly immediately notify the Administrative Agent thereof and, at the Administrative Agent’s request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either (i) cause such securities intermediary or commodity intermediary (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor such Grantor or such nominee, at any time with entitlement orders or other instructions from the Administrative Agent to such securities intermediary as to such Material Securitysecurities 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 Administrative Agent to such commodity intermediary, or (ii) in the case of a Material Security financial assets or other investment property held through a securities intermediary, arrange for the Administrative Agent to become the entitlement holder with respect to such a Material Securityinvestment property, with the Guarantor such Grantor being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Administrative Agent agrees with the Guarantor each Grantor that the 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 the Guarantorsuch Grantor, unless an Event of Default has occurred and is continuing or would occur 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 Section 4.3 paragraph shall not apply to any financial assets credited to a securities account for which the Administrative Agent is the securities intermediary.

Investment Property. Subject to the limitations set forth in Section 2 hereofIf any Grantor shall, if the Guarantor shall now or at any time hereafter hereafter, hold or acquire Collateral evidenced by any certificated securities of any Subsidiarysecurities, the Guarantor such Grantor shall 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. If any securities constituting Collateral now or hereafter acquired by the Guarantor any Grantor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor such Grantor or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor such Grantor shall promptly immediately notify the Administrative Agent thereof and, at the Administrative Agent’s request and option option, pursuant to an agreement in a form and substance reasonably satisfactory to the Administrative Agent, either (Aa) cause the issuer to agree to comply, without further consent of the Guarantor, such Grantor or such nominee, at any time with instructions from the Administrative Agent as to each Material Security such securities, or (Bb) arrange for the Administrative Agent to become the registered owner of such Material Securitythe securities. Subject to the limitations set forth in Section 2 hereof, if If any securitiessecurities constituting Collateral, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor any Grantor are held by the Guarantor such Grantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Securityintermediary, the Guarantor such Grantor shall promptly immediately notify the Administrative Agent thereof and, at the Administrative Agent’s request and option, the Guarantor shall, 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, in each case without further consent of the Guarantor such Grantor or such nominee, at any time with entitlement orders or other instructions from the Administrative Agent to such securities intermediary as to such Material Securitysecurities 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 Administrative Agent to such commodity intermediary, or (ii) in the case of a Material Security financial assets or other investment property held through a securities intermediary, arrange for the Administrative Agent to become the entitlement holder with respect to such a Material Securityinvestment property, with the Guarantor such Grantor being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Administrative Agent agrees with the Guarantor each Grantor that the 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 the Guarantorsuch Grantor, unless an Event of Default has occurred and is continuing or would occur continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents. The provisions of this Section 4.3 shall not apply to any financial assets credited to a securities account for which the Agent is the securities intermediary, would occur.

Investment Property. Subject Except to the limitations set forth in Section 2 hereofextent otherwise provided under the Pledge Agreement, upon the request of the Administrative Agent: (i) if the Guarantor shall now a Debtor or at any time hereafter hold or acquire its nominee holds any certificated securities of any SubsidiarySecurities, the Guarantor shall forthwith endorse, assign and immediately deliver the same such Securities to the Administrative Agent, or an agent designated by it appropriately endorsed or accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify. If any securities now or hereafter acquired by the Guarantor are (a) (i) uncertificated or ; (ii) certificated and issued by if a Person other than a Subsidiary, (b) issued to the Guarantor Debtor or its nominee directly holds any Securities that are uncertificated and are issued to such Debtor or its nominee directed by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor shall promptly notify the Agent thereof and, at the Agent’s request option of the Administrative Agent and option pursuant to an agreement in a form and substance reasonably satisfactory to the Agentit, either (A) cause the issuer to agree to complycomply with instructions from the Administrative Agent as to such Securities, without further consent of the Guarantor, such Debtor or such nominee, at any time with instructions from the Agent as to each Material Security or (B) arrange for the Administrative Agent to become the registered owner of such Material Security. Subject to the limitations set forth in Section 2 hereof, Securities; (iii) if a Debtor or its nominee holds any securitiesSecurities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor are held by the Guarantor or its nominee Investment Property through a securities intermediary Securities Intermediary or commodity intermediary and constitute a Material Security, the Guarantor shall promptly notify the Agent thereof andCommodity Intermediary, at the Agent’s request option of the Administrative Agent and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Agentit, either (iA) cause such securities intermediary Securities Intermediary or (as the case may be) commodity intermediary Commodity Intermediary to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders or other instructions from the Administrative Agent to such securities intermediary Securities Intermediary as to such Material SecuritySecurities or other Investment Property, or (or, as the case may be) , to apply any value distributed on account of any commodity contract Commodity Contract as directed by the Administrative Agent to such commodity intermediaryCommodity Intermediary, in each case without further consent of such Debtor or such nominee, or (iiB) in the case of a Material Security Financial Assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Administrative Agent to become the entitlement holder Entitlement Holder with respect to such a Material SecurityInvestment Property, with the Guarantor such Debtor being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Agent agrees with the Guarantor Investment Property; provided, however, that the 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 the Guarantor, unless an Event of Default has occurred and is continuing or would occur after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents. The provisions of this Section 4.3 subsection (c) shall not apply Form of Guarantor Security Agreement to any financial assets Financial Assets credited to a securities account Securities Account for which the Administrative Agent is the securities intermediarySecurities Intermediary.

Investment Property. Subject to the limitations set forth in Section 2 hereof, if the If Borrower or any Guarantor shall now or at any time hereafter hold or acquire any certificated securities of any Subsidiarysecurities, Borrower and/or the Guarantor Guarantors shall forthwith endorse, assign and deliver the same to the AgentLender, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent Lender may from time to time specify. If any securities now or hereafter acquired by Borrower or the Guarantor Guarantors are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to Borrower or the Guarantor Guarantors or its nominee their respective nominees directly by the issuer thereof, and (c) have a principal amount Borrower or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”)Guarantors, as the Guarantor case may be, shall promptly immediately notify the Agent Lender thereof and, at the Agent’s Lender's request and option option, pursuant to an agreement in a form and substance reasonably satisfactory to the AgentLender, either (Aa) cause the issuer to agree to complycomply with instructions from Lender as to such securities, without further consent of Borrower and the Guarantor, Guarantors or such nominee, at any time with instructions from the Agent as to each Material Security or (Bb) arrange for the Agent Lender to become the registered owner of such Material Securitythe securities. Subject to the limitations set forth in Section 2 hereof, if If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Borrower or the Guarantor Guarantors are held by Borrower or the Guarantor Guarantors or its nominee their respective nominees through a securities intermediary or commodity intermediary and constitute a Material Securityintermediary, Borrower or the Guarantor Guarantors, as the case may be, shall promptly immediately notify the Agent Lender thereof and, at the Agent’s Lender's request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the AgentLender, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders or other instructions from the Agent Lender to such securities intermediary as to such Material Securitysecurities 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 Agent Lender to such commodity intermediary, in each case without further consent of Borrower and the Guarantors or such nominee, or (ii) in the case of a Material Security financial assets or other investment property held through a securities intermediary, arrange for the Agent Lender to become the entitlement holder with respect to such a Material Securityinvestment property, with Borrower and the Guarantor Guarantors being permitted, only with the consent of the AgentLender, to exercise rights to withdraw or otherwise deal with such investment property. The Agent agrees with the Guarantor that the 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 the Guarantor, unless an Event of Default has occurred and is continuing or would occur after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents. The provisions of this Section 4.3 paragraph shall not apply to any financial assets credited to a securities account for which the Agent Lender is the securities intermediary.

Investment Property. Subject to If the limitations set forth in Section 2 hereofCompany or the Guarantors shall, if the Guarantor shall now or at any time hereafter hereafter, hold or acquire any certificated securities securities, at the request of any Subsidiary, the Lender the Company or such Guarantor shall forthwith endorse, assign and deliver the same to the AgentLender, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent Lender may from time to time specify. If any securities now or hereafter acquired by the Company or any Guarantor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Company or such Guarantor or its nominee directly by the issuer thereof, and (c) have a principal amount the Company or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”)such Guarantor, the Guarantor as applicable, shall promptly immediately notify the Agent Lender thereof and, at the Agent’s Lender's request and option option, pursuant to an agreement in a form and substance reasonably satisfactory to the AgentLender, either (Aa) cause the issuer to agree to comply, without further consent of the Guarantor, Company or such Guarantor or such nominee, at any time with instructions from the Agent Lender as to each Material Security such securities, or (Bb) arrange for the Agent Lender to become the registered owner of such Material Securitythe securities. Subject to the limitations set forth in Section 2 hereof, if If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Company or any Guarantor are held by the Company or such Guarantor or its either party's nominee through a securities intermediary or commodity intermediary and constitute a Material Securityintermediary, the Guarantor Company or such Guarantor, as applicable, shall promptly immediately notify the Agent Lender thereof and, at the Agent’s Lender's request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the AgentLender, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Company, such Guarantor or such nominee, at any time time, with entitlement orders or other instructions from the Agent Lender to such securities intermediary as to such Material Securitysecurities 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 Agent Lender to such commodity intermediary, or (ii) in the case of a Material Security financial assets or other investment property held through a securities intermediary, arrange for the Agent Lender to become the entitlement holder with respect to such a Material Securityinvestment property, with the Guarantor Company or such Guarantor, as applicable, being permitted, only with the consent of the AgentLender, to exercise rights to withdraw or otherwise deal with such investment property. The Agent agrees with the Guarantor that the 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 the Guarantor, unless an Event of Default has occurred and is continuing or would occur after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents. The provisions of this Section 4.3 shall not apply to any financial assets credited to a securities account for which the Agent is the securities intermediary.

Investment Property. Subject Except to the limitations set forth extent otherwise provided in Section 2 hereofArticle III, if the Guarantor any Grantor shall now or at any time hereafter hold or acquire any certificated securities securities, such Grantor shall within 20 days of any Subsidiary, the Guarantor shall forthwith receipt thereof endorse, assign and deliver the same to the AgentAdministrative Agent subject to the proviso in Section 3.01(a) hereof, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time reasonably specify. If any securities with an aggregate value in excess of $2,000,000 now or hereafter acquired by the Guarantor any Grantor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor such Grantor or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor such Grantor shall promptly (and in any event within 20 days of receipt thereof) notify the Administrative Agent thereof and, at the Agent’s request and option pursuant to an agreement in a form and substance reasonably satisfactory to the Administrative Agent, either (Asubject to the proviso in Section 3.01(a) hereof, use commercially reasonable efforts to cause the issuer to agree to complycomply with instructions from the Administrative Agent as to such securities, without further consent of the Guarantor, any Grantor or such nominee, at any time with instructions from the Agent as to each Material Security or (B) arrange for the Agent to become the registered owner of such Material Security. Subject to the limitations set forth in Section 2 hereof, if If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor any Grantor are held by the Guarantor such Grantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Securityintermediary, the Guarantor such Grantor shall promptly (and in any event within 20 days of receipt thereof) notify the Administrative Agent thereof and, at the Agent’s request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, use commercially reasonable efforts to either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders or other instructions from the Administrative Agent to such securities intermediary as to such Material Securitysecurity entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Administrative Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of a Material Security Financial Assets or other Investment Property held through a securities intermediary, arrange for the Administrative Agent to become the entitlement holder with respect to such a Material Securityinvestment property, with the Guarantor Grantor being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Administrative Agent agrees with each of the Guarantor Grantors that the 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 the Guarantorany Grantor, unless an Event of Default has occurred and is continuing or would occur after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents. The provisions of this Section 4.3 shall not apply to any financial assets credited to a securities account for which the Agent is the securities intermediarycontinuing.

Investment Property. Subject to If the limitations set forth in Section 2 hereof, if the Guarantor Company shall now or at any time hereafter hold or acquire any certificated securities (including without limitation any securities received as consideration for sales of any Subsidiaryassets permitted by Section 5.6(h) of the Purchase Agreement), the Guarantor Company shall forthwith endorse, assign and deliver the same to the AgentLenders, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent Investors may from time to time specify. If any securities now or hereafter acquired by the Guarantor Company are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor Company or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor Company shall promptly immediately notify the Agent Investors thereof and, at the Agent’s Investors’ request and option option, pursuant to an agreement in a form and substance reasonably satisfactory to the AgentInvestors, either either: (Ai) cause the issuer to agree to complycomply with instructions from the Investors as to such securities, without further consent of the Guarantor, Company or such nominee, at any time with instructions from the Agent as to each Material Security ; or (Bii) arrange for the Agent Investors to become the registered owner of such Material Securitythe securities. Subject to the limitations set forth in Section 2 hereof, if If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by the Guarantor Company are held by the Guarantor Company or its nominee nominees through a securities intermediary or commodity intermediary and constitute a Material Securityintermediary, the Guarantor Company shall promptly immediately notify the Agent Investors thereof and, at the Agent’s Investors’ request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the AgentInvestors, either either: (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders or other instructions from the Agent Investors to such securities intermediary as to such Material Securitysecurities 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 Agent Investors to such commodity intermediary, in each case without further consent of the Company or such nominee; or (ii) in the case of a Material Security financial assets or other Investment Property held through a securities intermediary, arrange for the Agent Investors to become the entitlement holder with respect to such a Material SecurityInvestment Property, with the Guarantor Company being permitted, only with the consent of the AgentInvestors, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. The Agent Each of the Investors agrees with the Guarantor Company that the Agent it shall not give any such entitlement orders or orders, 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 the GuarantorCompany, unless an Event of Default has occurred and is continuing or would occur occurred, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documentswould occur. The provisions of this Section 4.3 4.10(b) shall not apply to any financial assets credited to a securities account for which the Agent an Investor is the securities intermediary.

Investment Property. Subject Except to the limitations set forth extent otherwise provided in Section 2 hereofArticle III, if the Guarantor any Pledgor shall now or at any time hereafter hold or acquire any certificated securities of any SubsidiaryCertificated Security, the Guarantor such Pledgor shall forthwith endorse, assign and deliver the same to the Applicable Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Applicable Agent may from time to time reasonably specify. If any securities security of a domestic issuer now owned or hereafter acquired by the Guarantor are (a) (i) any Pledgor is uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) is issued to the Guarantor such Pledgor or its nominee directly by the issuer thereof, upon the Applicable Agent’s reasonable request or upon and (c) have a principal amount or value in excess during the continuance of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”)an Event of Default, the Guarantor such Pledgor shall promptly notify the Applicable Agent thereof and, at the Agent’s request and option pursuant to an agreement in a form and substance reasonably satisfactory to the Agent, either (A) cause the issuer to agree to comply, without further consent of the Guarantor, or such nominee, at any time with instructions from the Agent as to each Material Security or (B) arrange for the Agent to become the registered owner of such Material Security. Subject to the limitations set forth in Section 2 hereof, if any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor are held by the Guarantor or its nominee through a uncertificated securities intermediary or commodity intermediary and constitute a Material Security, the Guarantor shall promptly notify the Agent thereof and, at the Agent’s request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Applicable Agent, either (i) cause the issuer to agree to comply with instructions from the Applicable Agent as to such security, without further consent of any Pledgor or such nominee, or (ii) cause the issuer to register the Applicable Agent as the registered owner of such security. If any security or other Investment Property, whether certificated or uncertificated, representing an Equity Interest in a third party and having a fair market value in excess of $10,000,000 now owned or hereafter acquired by any Pledgor is held by such Pledgor or its nominee through a securities intermediary or commodity intermediary, such Pledgor shall promptly notify the Applicable Agent thereof and, at the Applicable Agent’s request and option, pursuant to a Control Agreement in form and substance reasonably satisfactory to the Applicable Agent, either (A) cause such securities intermediary or (commodity intermediary, as applicable, to agree, in the case may be) commodity intermediary of a securities intermediary, to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders or other instructions from the Applicable Agent to such securities intermediary as to such Material Securitysecurities 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 Applicable Agent to such commodity intermediary, in each case without further consent of any Pledgor or such nominee, or (iiB) in the case of a Material Security Financial Assets or other Investment Property held through a securities intermediary, arrange for the Applicable Agent to become the entitlement holder with respect to such a Material SecurityFinancial Assets or Investment Property, for the ratable benefit of the Secured Parties, with the Guarantor such Pledgor being permitted, only with the consent of the Applicable Agent, to exercise rights to withdraw or otherwise deal with such investment propertyFinancial Assets or Investment Property. The Applicable Agent agrees with each of the Guarantor Pledgors that the Applicable 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 the Guarantorany Pledgor, unless an Event of Default has occurred and is continuing or would occur or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documentsor dealing rights, would occur. The provisions of this Section 4.3 paragraph (b) shall not apply to any financial assets Financial Assets credited to a securities account for which the Applicable Agent is the securities intermediary.

Investment Property. Subject Except to the limitations set forth extent otherwise provided in Section 2 hereofArticle III, if the Guarantor any Pledgor shall now or at any time hereafter hold or acquire any certificated securities of any SubsidiaryCertificated Security, the Guarantor such Pledgor shall 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 reasonably specify. If any securities security of a domestic issuer now or hereafter acquired by the Guarantor are (a) (i) any Pledgor is uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) is issued to the Guarantor such Pledgor or its nominee directly by the issuer thereof, (i) upon the Administrative Agent’s reasonable request and (cii) have a principal amount or value in excess upon the occurrence and during the continuance of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”)an Event of Default, the Guarantor such Pledgor shall promptly notify the Administrative Agent thereof and, at the Agent’s request and option pursuant to an agreement in a form and substance reasonably satisfactory to the Agent, either (A) cause the issuer to agree to comply, without further consent of the Guarantor, or such nominee, at any time with instructions from the Agent as to each Material Security or (B) arrange for the Agent to become the registered owner of such Material Security. Subject to the limitations set forth in Section 2 hereof, if any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor are held by the Guarantor or its nominee through a uncertificated securities intermediary or commodity intermediary and constitute a Material Security, the Guarantor shall promptly notify the Agent thereof and, at the Agent’s request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either (i) cause the issuer to agree to comply with instructions from the Administrative Agent as to such security, without further consent of any Pledgor or such nominee, or (ii) cause the issuer to register the Administrative Agent as the registered owner of such security. If any security or other Investment Property, whether certificated or uncertificated, representing an Equity Interest in a third party and having a fair market value in excess of $500,000 now or hereafter acquired by any Pledgor is held by such Pledgor or its nominee through a securities intermediary or commodity intermediary, such Pledgor shall promptly notify the Administrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to a Control Agreement in form and substance reasonably satisfactory to the Administrative Agent, either (A) cause such securities intermediary or (commodity intermediary, as applicable, to agree, in the case may be) commodity intermediary of a securities intermediary, to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders or other instructions from the Administrative Agent to such securities intermediary as to such Material Securitysecurities 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 Administrative Agent to such commodity intermediary, in each case without further consent of any Pledgor or such nominee, or (iiB) in the case of a Material Security Financial Assets or other Investment Property held through a securities intermediary, arrange for the Administrative Agent to become the entitlement holder with respect to such a Material SecurityInvestment Property, for the ratable benefit of the Secured Parties, with the Guarantor such Pledgor being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. The Administrative Agent agrees with each of the Guarantor Guarantors that the 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 the Guarantorany Pledgor, unless an Event of Default has occurred and is continuing or would occur or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documentsor dealing rights, would occur. The provisions of this Section 4.3 paragraph (b) requiring a Control Agreement shall not apply to any financial assets Financial Assets credited to a securities account for which the Administrative Agent is the securities intermediary.

Investment Property. Subject Except to the limitations set forth extent otherwise provided in Section 2 hereofArticle III, if the Guarantor any Grantor shall now or at any time hereafter hold or acquire any certificated securities of any Subsidiarysecurities, the Guarantor such Grantor shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. If any securities now or hereafter acquired by the Guarantor any Grantor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor such Grantor or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor shall promptly notify the Agent thereof and, at the Agent’s request and option pursuant to an agreement in a form and substance reasonably satisfactory to the Agent, either (A) cause the issuer to agree to comply, without further consent of the Guarantor, or such nominee, at any time with instructions from the Agent as to each Material Security or (B) arrange for the Agent to become the registered owner of such Material Security. Subject to the limitations set forth in Section 2 hereof, if any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor are held by the Guarantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Security, the Guarantor Grantor shall promptly notify the Agent thereof and, at the Agent’s request and option, within ninety (90) days (or such later date as agreed to by the Guarantor shallAgent) of the date of the Agent’s request, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, either (ia) cause the issuer to agree to comply with instructions from the Agent as to such securities, without further consent of any Grantor or such nominee, or (b) arrange for the Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other Investment Property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a Securities Intermediary or Commodity Intermediary, such Grantor shall promptly notify the Agent thereof and, at the Agent’s request and option, within ninety (90) days (or such later date as agreed to by the Agent) of the date of the Agent’s request, pursuant to an agreement in form and substance satisfactory to the Agent, either (a) cause such securities intermediary Securities Intermediary or (Commodity Intermediary, as the case may be) commodity intermediary , to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders Entitlement Orders or other instructions from the Agent to such securities intermediary Securities Intermediary as to such Material Securitysecurities 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 Agent to such commodity intermediaryCommodity Intermediary, in each case without further consent of any Grantor or such nominee, or (iib) in the case of a Material Security 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 Agent to become the entitlement holder Entitlement Holder with respect to such a Material SecurityInvestment Property, with the Guarantor Grantor being permitted, only with the consent of the Agent, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. The Agent agrees with each of the Guarantor Grantors that the 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 the Guarantorany Grantor, unless an Event of Default has occurred and is continuing or would occur continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documentsrights, would occur. The provisions of this Section 4.3 paragraph shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Agent is the securities intermediarySecurities Intermediary.

Investment Property. Subject Except to the limitations set forth extent otherwise provided in Section 2 hereofArticle II, if the Guarantor any Grantor shall now or at any time hereafter hold or acquire any certificated securities of securities, such Grantor shall forthwith, and in any Subsidiaryevent within 30 days, the Guarantor shall forthwith endorse, assign and deliver the same to the AgentAdministrative Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specifyreasonably request. If any securities now or hereafter acquired by the Guarantor any Grantor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor such Grantor or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to case of any one issuer other than the Borrower or its Subsidiaries, only following the occurrence of an Event of Default (each a “Material Security”), the Guarantor about which such Grantor shall promptly notify the Agent thereof Administrative Agent), and, at the Administrative Agent’s request and option pursuant to an agreement in a form and substance reasonably satisfactory to the Agent, either (A) cause the issuer to agree to comply, without further consent of the Guarantor, or such nominee, at any time with instructions from the Agent as to each Material Security or (B) arrange for the Agent to become the registered owner of such Material Security. Subject to the limitations set forth in Section 2 hereof, if any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor are held by the Guarantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Security, the Guarantor shall promptly notify the Agent thereof and, at the Agent’s request and option, the Guarantor shallreasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the 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 any Grantor or such nominee, or (ii) arrange for the Administrative Agent to become the registered owner of such 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, following the occurrence of an Event of Default, such Grantor shall immediately 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 shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders or other instructions from the Administrative Agent to such securities intermediary as to such Material Securitysecurity entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Administrative Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of a Material Security financial assets or other Investment Property held through a securities intermediary, arrange for the Administrative Agent to become the entitlement holder with respect to such a Material SecurityInvestment Property, with the Guarantor Grantor being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. The Administrative Agent agrees with each of the Guarantor Grantors that the 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 the Guarantorany Grantor, unless an Event of Default has occurred and is continuing or would occur after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documentsrights. The provisions of this Section 4.3 paragraph shall not apply to (i) Excluded Securities or (ii) any financial assets credited to a securities account for which the Administrative Agent is the securities intermediary.

Investment Property. Subject to Until the limitations set forth in Section 2 hereof, if the Guarantor shall now or at any time hereafter hold or acquire any certificated securities occurrence and continuance of any Subsidiaryan Event of Default hereunder, the Guarantor Borrower shall forthwith endorse, assign retain the right to vote any of the Investment Property constituting Collateral in a manner not inconsistent with the terms of this Agreement and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specifyCredit Agreement. If any securities now or hereafter acquired by the Guarantor are (a) Borrower, as registered holder of such Investment Property, receives (i) uncertificated any dividend, or other distribution in cash or other property in connection with the liquidation or dissolution of the issuer of such Investment Property, or in connection with the redemption or payment of such Investment Property, or (ii) certificated and issued by a Person 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, other than a Subsidiary, (b) issued as permitted pursuant to the Guarantor Credit Agreement, the Borrower agrees to accept the same in trust for the Agent and to deliver the same forthwith to the Agent or its nominee directly designee, in the exact form received, with the Borrower’s endorsement or reassignment when necessary, to be held by the issuer thereofAgent as Collateral. After the occurrence and during the continuance of an Event of Default, and (c) have a principal amount or value in excess upon request of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor shall promptly notify the Agent thereof and, at the Agent’s request and option pursuant to an agreement in a form and substance reasonably satisfactory to the Agent, either the Borrower will (Ai) cause deliver all of its Investment Property constituting Collateral and represented by certificates, including without limitation all stock of its Subsidiaries, to the Agent to hold pursuant to the terms of this Agreement (ii) register in the name of the Agent or its designee any uncertificated Investment Property constituting Collateral or the Lenders’ security interest therein on the books maintained by or on behalf of the issuer thereof or the depository therefore and (iii) do all things necessary or desirable, as determined by the Agent, to transfer control over any Investment Property to the Agent including, but not limited to, registering the Agent as the holder of the securities entitlement or commodities contract as appropriate, and entering into any control agreement, in form designated by the Agent, pursuant to which the securities intermediary shall agree to comply, that it will comply with the entitlement orders originated by the Agent without further consent of the GuarantorBorrower, or such nomineeand entering into any control agreement, at any time with instructions from the Agent as to each Material Security or (B) arrange for the Agent to become the registered owner of such Material Security. Subject to the limitations set forth in Section 2 hereof, if any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired form designated by the Guarantor are held by the Guarantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Security, the Guarantor shall promptly notify the Agent thereof and, at the Agent’s request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to which the Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to shall agree to comply, in each case without further consent of the Guarantor or such nominee, at any time with entitlement orders or other instructions from the Agent to such securities intermediary as to such Material Security, or (as the case may be) to that it will apply any value distributed on account of any commodity contract as directed direct by the Agent to such commodity intermediary, or (ii) in the case of a Material Security held through a securities intermediary, arrange for the Agent to become the entitlement holder with respect to such a Material Security, with the Guarantor being permitted, only with the without further consent of the Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Agent agrees with the Guarantor that the 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 the Guarantor, unless an Event of Default has occurred and is continuing or would occur after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents. The provisions of this Section 4.3 shall not apply to any financial assets credited to a securities account for which the Agent is the securities intermediaryBorrower.

Investment Property. Subject Except to the limitations set forth extent otherwise provided in Section 2 hereofArticle III, if the Guarantor any Grantor shall now or at any time hereafter hold or acquire any certificated securities Pledged Intercompany Notes, such Grantor shall, before the later of any Subsidiary(i) the date that is thirty days after acquiring such Pledged Intercompany Notes and (ii) the next Quarterly Compliance Date, shall notify the Guarantor shall forthwith Collateral Agent thereof and promptly endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If With respect to any securities (other than Excluded Property) now or hereafter acquired by any Grantor (x) of any Subsidiary or (y) other than up to $25,000,000 in aggregate value for all such securities, such Grantor shall, before the Guarantor are (a) later of (i) uncertificated or the date that is thirty days after acquiring such securities and (ii) certificated and issued by a Person other than a Subsidiarythe next Quarterly Compliance Date, (b) issued to the Guarantor or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor shall promptly notify the Collateral Agent thereof and, at the Agent’s request and option pursuant to an agreement in a form and substance reasonably satisfactory to the Collateral Agent, promptly either (Ai) cause the issuer to agree to complycomply with instructions from the Collateral Agent as to such securities, without further consent of the Guarantor, any Grantor or such nominee, at any time with instructions from the Agent as to each Material Security or (Bii) arrange for the Collateral Agent to become the registered owner of the securities, in each case in excess of such Material Securitythreshold. Subject to the limitations set forth in Section 2 hereof, if If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor any Grantor (other than Excluded Property), in each case (x) of any Subsidiary or (y) other than up to $25,000,000 in aggregate value for all such securities, are held by the Guarantor such Grantor or its nominee through a securities intermediary or commodity intermediary intermediary, such Grantor shall, before the later of (i) the date that is thirty days after acquiring such investment property and constitute a Material Security(ii) the next Quarterly Compliance Date, the Guarantor shall promptly notify the Collateral Agent thereof and, at the Agent’s request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, promptly either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such Material Securitysecurity entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of a Material Security Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such a Material Securityinvestment property, with the Guarantor Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such investment property, in each case in excess of such threshold. The Collateral Agent agrees with each of the Guarantor Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by the Guarantorany Grantor, unless an Event of Default has occurred and is continuing or would occur continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documentswould occur. The provisions of this Section 4.3 paragraph shall not apply to any financial assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Subject Except to the limitations set forth extent otherwise provided in Section 2 hereofArticle III, if the Guarantor any Grantor shall now or at any time hereafter hold or acquire any certificated securities of any Subsidiarysecurities, the Guarantor such Grantor shall 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. If any securities now or hereafter acquired by the Guarantor any Grantor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor such Grantor or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor such Grantor shall promptly immediately notify the Administrative Agent thereof and, at the Administrative Agent’s 's request and option option, pursuant to an agreement in a form and substance reasonably satisfactory to the Administrative Agent, either (Ai) cause the issuer to agree to complycomply with instructions from the Administrative Agent as to such securities, without further consent of the Guarantor, any Grantor or such nominee, at any time with instructions from the Agent as to each Material Security or (Bii) arrange for the Administrative Agent to become the registered owner of such Material Securitythe securities. Subject to the limitations set forth in Section 2 hereof, if If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor any Grantor are held by the Guarantor such Grantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Securityintermediary, the Guarantor such Grantor shall promptly immediately notify the Administrative Agent thereof and, at the Administrative Agent’s 's request and option, the Guarantor shall, 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, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders or other instructions from the Administrative Agent to such securities intermediary as to such Material Securitysecurity entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Administrative Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of a Material Security Financial Assets or other Investment Property held through a securities intermediary, arrange for the Administrative Agent to become the entitlement holder with respect to such a Material Securityinvestment property, with the Guarantor Grantor being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw or otherwise deal with such investment property; provided that, with respect to any such securities existing on the date hereof, the agreement required by this sentence shall be entered into no later than 60 days after the date hereof. The Administrative Agent agrees with each of the Guarantor Grantors that the 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 the Guarantorany Grantor, unless an Event of Default has occurred and is continuing or would occur continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documentsrights, would occur. The provisions of this Section 4.3 paragraph shall not apply to any financial assets credited to a securities account for which (A) the Administrative Agent is the securities intermediaryintermediary or (B) the aggregate value of the financial assets in such securities account is less than $5,000,000.

Investment Property. Subject (a) If the Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the limitations set forth in Section 2 hereof, if the Guarantor shall now or at any time hereafter hold or acquire any certificated securities Capital Stock of any SubsidiaryIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any of the Pledged Securities, or otherwise in respect thereof, the Guarantor Grantor shall forthwith endorseaccept the same as the agent of the First Lien Agent and the Secured Parties, assign hold the same in trust for the First Lien Agent and the Secured Parties and deliver the same forthwith to the First Lien Agent in the exact form received, duly indorsed by the Grantor to the First Lien Agent, accompanied by if required, together with an undated stock power covering such instruments of transfer or assignment certificate duly executed in blank by the Grantor and with, if the First Lien Agent so requests, signature guaranteed, to be held by the First Lien Agent, subject to the terms hereof, as additional collateral security for the Grantor 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 First Lien Agent may from time to time specifybe held by it hereunder as additional collateral security for the Grantor 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 First Lien Agent, be delivered to the First Lien Agent to be held by it hereunder as additional collateral security for the Grantor 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 the Guarantor are (a) (i) uncertificated Grantor, the Grantor shall, until such money or (ii) certificated and issued by a Person other than a Subsidiary, (b) issued property is paid or delivered to the Guarantor or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor shall promptly notify the Agent thereof and, at the Agent’s request and option pursuant to an agreement in a form and substance reasonably satisfactory to the First Lien Agent, either (A) cause hold such money or property in trust for the issuer to agree to complySecured Parties, without further consent segregated from other funds of the GuarantorGrantor, or such nominee, at any time with instructions from the Agent as to each Material Security or (B) arrange additional collateral security for the Agent to become the registered owner of such Material Security. Subject to the limitations set forth in Section 2 hereof, if any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor are held by the Guarantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Security, the Guarantor shall promptly notify the Agent thereof and, at the Agent’s request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time with entitlement orders or other instructions from the Agent to such securities intermediary as to such Material Security, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Agent to such commodity intermediary, or (ii) in the case of a Material Security held through a securities intermediary, arrange for the Agent to become the entitlement holder with respect to such a Material Security, with the Guarantor being permitted, only with the consent of the Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Agent agrees with the Guarantor that the 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 the Guarantor, unless an Event of Default has occurred and is continuing or would occur after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents. The provisions of this Section 4.3 shall not apply to any financial assets credited to a securities account for which the Agent is the securities intermediaryGrantor Obligations.

Investment Property. Subject to the limitations set forth in Section 2 hereof2.2, if the Guarantor shall any Grantor shall, now or at any time hereafter hereafter, hold or acquire any certificated securities of any Subsidiary, the Guarantor such Grantor shall 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. If any securities now or hereafter acquired by the Guarantor any Grantor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) issued to the Guarantor such Grantor or its nominee directly by the issuer thereof, and (c) (i) individually have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”)) or (ii) collectively, with such securities of all Grantors, have a principal amount in excess of $10,000,000 in the Guarantor aggregate, such Grantor shall promptly immediately notify the Administrative Agent thereof and, at the Administrative Agent’s 's request and option option, pursuant to an agreement in a form and substance reasonably satisfactory to the Administrative Agent, either (A) cause the issuer to agree to comply, without further consent of the Guarantor, such Grantor or such nominee, at any time with instructions from the Administrative Agent as to each Material Security and, to the extent such securities of all Grantors have a principal amount or value in excess of $10,000,000 in the aggregate, such securities having the highest principal amounts (collectively, the “Excess Securities” and, together with the Material Securities, the “Pledged Securities”) such that the aggregate principal amount or value of the remaining securities shall not exceed $10,000,000 or (B) arrange for the Administrative Agent to become the registered owner of the Pledged Securities; provided that, such Material Security. Subject Grantor shall not be required to deliver such Excess Securities to the limitations set forth extent the Administrative Agent or its counsel determines that such Excess Securities would not provide material credit support for the benefit of the Secured Parties or the cost of creating or perfecting security interests in Section 2 hereof, if such assets would be excessive in view of the benefits to be obtained by the Secured Parties therefrom. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor any Grantor are held by the Guarantor such Grantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material SecurityPledged Securities, the Guarantor such Grantor shall promptly immediately notify the Administrative Agent thereof and, at the Administrative Agent’s 's request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either (i1) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor such Grantor or such nominee, at any time with entitlement orders or other instructions from the Administrative Agent to such securities intermediary as to such Material SecurityPledged Securities, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Administrative Agent to such commodity intermediary, or (ii2) in the case of a Material Security Pledged Securities held through a securities intermediary, arrange for the Administrative Agent to become the entitlement holder with respect to such a Material SecurityPledged Securities, with the Guarantor such Grantor being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Administrative Agent agrees with the Guarantor each Grantor that the Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediaryintermediary pursuant to clauses (A) or (1) above, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by the Guarantorsuch Grantor pursuant to clauses (B) or (2) above, unless an Event of Default has occurred and is continuing or would occur after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents. The provisions of this Section 4.3 paragraph shall not apply to any financial assets credited to a securities account for which the Administrative Agent is the securities intermediary.

Investment Property. Subject to the limitations set forth in Section 2 hereof, if the Guarantor shall now or at any time hereafter hold or acquire any certificated securities of any Subsidiary, the Guarantor shall forthwith endorse, assign and deliver the same to the AgentLender, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent Lender may from time to time specify. If any securities now or hereafter acquired by the Guarantor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) issued to the Guarantor or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor shall promptly notify the Agent Lender thereof and, at the AgentLender’s request and option pursuant to an agreement in a form and substance reasonably satisfactory to the AgentLender, either (A) cause the issuer to agree to comply, without further consent of the Guarantor, or such nominee, at any time with instructions from the Agent Lender as to each Material Security or (B) arrange for the Agent Lender to become the registered owner of such the Material SecuritySecurities. Subject to the limitations set forth in Section 2 hereof, if any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor are is held by the Guarantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Security, the Guarantor shall promptly notify the Agent Lender thereof and, at the AgentLender’s request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the AgentLender, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time with entitlement orders or other instructions from the Agent Lender to such securities intermediary as to such a Material Security, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Agent Lender to such commodity intermediary, or (ii) in the case of a Material Security held through a securities intermediary, arrange for the Agent Lender to become the entitlement holder with respect to such a Material Security, with the Guarantor being permitted, only with the consent of the AgentLender, to exercise rights to withdraw or otherwise deal with such investment property. The Agent Lender agrees with the Guarantor that the Agent Lender shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by the Guarantor, unless an Event of Default has occurred and is continuing or would occur 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 Section 4.3 paragraph shall not apply to any financial assets credited to a securities account for which the Agent Lender is the securities intermediary.. 4.4. Collateral in the Possession of a Bailee. If any Collateral having an aggregate value of more than $1,000,000 is now or at any time hereafter in the possession of a bailee at a particular location, the Guarantor shall promptly notify the Lender thereof and, at the Lender’s request and option, shall use reasonable best efforts to obtain an acknowledgement from the bailee, in form and substance reasonably satisfactory to the Lender, that the bailee holds such Collateral for the benefit of the Lender and such bailee’s agreement to comply, without further consent of the Guarantor, at any time with instructions of the Lender as to such

Investment Property. Subject to the limitations set forth in Section 2 hereofIf any Grantor shall, if the Guarantor shall now or at any time hereafter hereafter, hold or acquire any certificated securities of any Subsidiarysecurities, the Guarantor such Grantor shall forthwith Promptly endorse, collaterally 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. If any securities now or hereafter acquired by the Guarantor any Grantor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor such Grantor or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor such Grantor shall promptly Promptly notify the Administrative Agent thereof and, at the Administrative Agent’s request and option option, pursuant to an agreement in a form and substance reasonably satisfactory to the Administrative Agent, either (Aa) cause the issuer to agree to comply, comply without further consent of the Guarantor, such Grantor or such nominee, at any time with instructions from the Administrative Agent as to each Material Security such securities, or (Bb) arrange for the Administrative Agent to become the registered owner of such Material Securitythe securities. Subject to the limitations set forth in Section 2 hereof, if If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor any Grantor are held by the Guarantor such Grantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Securityintermediary, the Guarantor such Grantor shall promptly Promptly notify the Administrative Agent thereof and, at the Administrative Agent’s request and option, the Guarantor shall, 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, in each case without further consent of the Guarantor such Grantor or such nominee, at any time with entitlement orders or other instructions from the Administrative Agent to such securities intermediary as to such Material Securitysecurities 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 Administrative Agent to such commodity intermediary, or (ii) in the case of a Material Security financial assets or other investment property held through a securities intermediary, arrange for the Administrative Agent to become the entitlement holder with respect to such a Material Securityinvestment property, with the Guarantor such Grantor being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Administrative Agent agrees with the Guarantor each Grantor that the 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 the Guarantorany Grantor, unless an Event of Default has occurred and is continuing or would occur 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 Section 4.3 paragraph shall not apply to any financial assets credited to a securities account for which the Administrative Agent is the securities intermediary.

Investment Property. Subject to the limitations set forth in Section 2 hereof, if the Guarantor (a) If any Grantor shall now or at any time hereafter hold or acquire any certificated securities Certificated Securities (other than treasury stock of any Subsidiarysuch Grantor), the Guarantor such Grantor shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify, all of which thereafter shall be held by the Agent, pursuant to the terms of this Agreement, as part of the Collateral. If any securities Securities now held or hereafter acquired by the Guarantor any Grantor are Uncertificated Securities (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (btreasury stock of such Grantor) and are issued to the Guarantor such Grantor or its nominee directly by the issuer Issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor shall promptly notify the Agent thereof and, at the Agent’s request and option pursuant to an agreement in a form and substance reasonably satisfactory to the Agent, either (A) cause the issuer to agree to comply, without further consent of the Guarantor, or such nominee, at any time with instructions from the Agent as to each Material Security or (B) arrange for the Agent to become the registered owner of such Material Security. Subject to the limitations set forth in Section 2 hereof, if any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor are held by the Guarantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Security, the Guarantor Grantor shall promptly notify the Agent thereof and, at the Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Guarantor shallAgent, either (i) cause the Issuer to agree to comply with instructions from the Agent as to such Securities, without further consent of such Grantor or the nominee, or (ii) arrange for the Agent to become the registered owner of the Securities. If any Grantor, 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, such Grantor agrees to accept the same in trust for the Agent and the other Credit Parties and to forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify, to be held by the Agent as Collateral. If any -15- Securities, whether Certificated Securities or Uncertificated Securities, or other Investment Property now held or hereafter acquired by any Grantor are held by such Grantor or its nominee through a Securities Intermediary or Commodity Intermediary, such Grantor shall promptly notify the Agent thereof and, at the Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, either (i) cause such securities intermediary Securities Intermediary or (Commodity Intermediary, as the case may be) commodity intermediary , to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders Entitlement Orders or other instructions from the Agent to such securities intermediary Securities Intermediary as to such Material SecuritySecurities 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 Agent to such commodity intermediaryCommodity Intermediary, in each case without the further consent of such Grantor or such nominee, or (ii) in the case of a Material Security Financial Assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Agent to become the entitlement holder Entitlement Holder with respect to such a Material Security, with the Guarantor being permitted, only with the consent of the Agent, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. (b) The Agent agrees with the Guarantor that each Grantor that, pursuant to this Section 4.15, the Agent shall not give any such entitlement orders 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 the Guarantorsuch Grantor, unless an provided that no Cash Dominion Event of Default has occurred and is continuing or would occur or, after giving effect to thereto, any such investment and or withdrawal rights not otherwise permitted by the Loan DocumentsCredit Agreement would occur. The provisions In addition, (i) so long as no Event of Default shall have occurred and be continuing, each Grantor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Securities for all purposes not inconsistent with the terms of this Section 4.3 shall not apply Agreement, the Credit Agreement or any other instrument or agreement referred to any financial assets credited to a securities account for which herein or therein; and the Agent shall execute and deliver or cause to be executed and delivered to such Grantor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the rights and powers which it is entitled to exercise pursuant hereto, and (ii) so long as no Cash Dominion Event shall have occurred and be continuing, each Grantor shall be entitled to receive and retain any dividends or other distributions on the securities intermediary.Securities. 4.16

Investment Property. Subject Except to the limitations set forth extent otherwise provided in Section 2 hereofArticle III, if the Guarantor any Grantor shall now or at any time hereafter hold or acquire any certificated securities of any Subsidiarysecurities, the Guarantor such Grantor shall forthwith endorse, assign and deliver the same to the Administrative Agent, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify. If any securities now or hereafter acquired by the Guarantor any Grantor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor such Grantor or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor such Grantor shall promptly immediately notify the Administrative Agent thereof and, at the Administrative Agent’s request and option option, pursuant to an agreement in a form and substance reasonably satisfactory to the Administrative Agent, either (Ai) cause the issuer to agree to complycomply with instructions from the Administrative Agent as to such securities, without further consent of the Guarantor, any Grantor or such nominee, at any time with instructions from the Agent as to each Material Security or (Bii) arrange for the Administrative Agent to become the registered owner of the securities. Without limiting the foregoing, each such Grantor that is a Material SecuritySubsidiary and is an issuer of uncertificated Equity Interests shall promptly xxxx its books and records with the numbers and face amounts of all such uncertificated Equity Interests to reflect the Lien of the Administrative Agent granted pursuant to this Agreement and each applicable Grantor that is a pledgor of such uncertificated Equity Interests (in such capacity, a “Pledgor”) hereby consents to such action. Subject If at any time any such Grantor shall receive instructions originated by the Administrative Agent relating to any or all of its applicable uncertificated Equity Interests, such Grantor shall comply with such instructions without further consent by the Pledgor that holds such uncertificated securities or any other Person. Each such Grantor hereby further represents and warrants that, (A) it has not entered into, and shall not enter into, any agreement with any other Person (other than the ABL Agent pursuant to the limitations ABL Security Agreement) relating to its applicable uncertificated Equity Interests pursuant to which it has agreed, or shall agree, to comply with instructions issued by such other Person and (B) it has not entered into, and shall not enter into, any agreement with the applicable Pledgor purporting to limit or condition the obligation of such Grantor to comply with instructions as set forth in Section 2 hereof, if the immediately preceding sentence. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor any Grantor are held by the Guarantor such Grantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Securityintermediary, the Guarantor such Grantor shall promptly notify the Administrative Agent thereof and, at the Administrative Agent’s (or, in the case of the ABL Priority Collateral, prior to the Discharge of ABL Obligations, the ABL Agent’s) request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either (i) cause such securities intermediary or (commodity intermediary, as the case may be) commodity intermediary , to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders or other instructions from the Administrative Agent (or, in the case of the ABL Priority Collateral, prior to the Discharge of ABL Obligations, the ABL Agent) to such securities intermediary as to such Material Security, security entitlements or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Administrative Agent (or, in the case of the ABL Priority Collateral, prior to the Discharge of ABL Obligations, the ABL Agent) to such commodity intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of a Material Security Financial Assets or other Investment Property held through a securities intermediary, arrange for the Administrative Agent (or, in the case of the ABL Priority Collateral, prior to the Discharge of ABL Obligations, the ABL Agent) to become the entitlement holder with respect to such a Material SecurityInvestment Property, with the Guarantor Grantor being permitted, only with the consent of the Administrative Agent (or, in the case of the ABL Priority Collateral, prior to the Discharge of ABL Obligations, the ABL Agent), to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. The Administrative Agent agrees with each of the Guarantor Grantors that the 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 the Guarantorany Grantor, unless an Event of Default has occurred and is continuing or would occur continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documentsrights, would occur. The provisions of this Section 4.3 paragraph shall not apply to any financial assets Financial Assets or other Investment Property credited to a securities account accounts for which the Administrative Agent is the securities intermediary, unless otherwise requested by the Administrative Agent.

Investment Property. Subject to the limitations set forth in Section 2 hereof2.2, if the Guarantor shall any Grantor shall, now or at any time hereafter hereafter, hold or acquire any certificated securities of any Subsidiary, the Guarantor such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities now or hereafter acquired by the Guarantor any Grantor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) issued to the Guarantor such Grantor or its nominee directly by the issuer thereof, and (c) (i) individually have a principal amount or value in excess of $5,000,000 2,000,000 in the aggregate with respect to any one issuer (each a “Material Security”)) or (ii) collectively, with such securities of all Grantors, have a principal amount in excess of $10,000,000 in the Guarantor aggregate, such Grantor shall promptly immediately notify the Collateral Agent thereof and, at the Collateral Agent’s request and option option, pursuant to an agreement in a form and substance reasonably satisfactory to the Collateral Agent, either (A) cause the issuer to agree to comply, without further consent of the Guarantor, such Grantor or such nominee, at any time with instructions from the Collateral Agent as to each Material Security and, to the extent such securities of all Grantors have a principal amount or value in excess of $10,000,000 in the aggregate, such securities having the highest principal amounts (collectively, the “Excess Securities” and, together with the Material Securities, the “Pledged Securities”) such that the aggregate principal amount or value of the remaining securities shall not exceed $10,000,000 or (B) arrange for the Collateral Agent to become the registered owner of such Material Securitythe Pledged Securities. Subject to the limitations set forth in Section 2 hereof, if If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor any Grantor are held by the Guarantor such Grantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material SecurityPledged Securities, the Guarantor such Grantor shall promptly immediately notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i1) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor such Grantor or such nominee, at any time with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such Material SecurityPledged Securities, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, or (ii2) in the case of a Material Security Pledged Securities held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such a Material SecurityPledged Securities, with the Guarantor such Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Collateral Agent agrees with the Guarantor each Grantor that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediaryintermediary pursuant to clauses (A) or (1) above, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by the Guarantorsuch Grantor pursuant to clauses (B) or (2) above, unless an Event of Default has occurred and is continuing or would occur after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan DocumentsDocuments (as defined in each Credit Agreement). The provisions of this Section 4.3 paragraph shall not apply to any financial assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Subject to the limitations set forth in Section 2 hereof, if the Guarantor Borrower shall now or at any time hereafter hold or acquire any certificated securities of any Subsidiary, the Guarantor Borrower shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. If any securities now or hereafter acquired by the Guarantor Borrower are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) issued to the Guarantor Borrower or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor Borrower shall promptly notify the Agent thereof and, at the Agent’s request and option pursuant to an agreement in a form and substance reasonably satisfactory to the Agent, either (A) cause the issuer to agree to comply, without further consent of the GuarantorBorrower, or such nominee, at any time with instructions from the Agent as to each Material Security or (B) arrange for the Agent to become the registered owner of such the Material SecuritySecurities. Subject to the limitations set forth in Section 2 hereof, if any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor are Borrower is held by the Guarantor Borrower or its nominee through a securities intermediary or commodity intermediary and constitute a Material Security, the Guarantor Borrower shall promptly notify the Agent thereof and, at the Agent’s request and option, the Guarantor Borrower shall, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor Borrower or such nominee, at any time with entitlement orders or other instructions from the Agent to such securities intermediary as to such a Material Security, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Agent to such commodity intermediary, or (ii) in the case of a Material Security held through a securities intermediary, arrange for the Agent to become the entitlement holder with respect to such a Material Security, with the Guarantor Borrower being permitted, only with the consent of the Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Agent agrees with the Guarantor Borrower that the 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 the GuarantorBorrower, unless an Event of Default has occurred and is continuing or would occur 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 Section 4.3 paragraph shall not apply to any financial assets credited to a securities account for which the Agent is the securities intermediary.

Investment Property. Subject Except to the limitations set forth extent otherwise provided in Section 2 hereofArticle III, if the Guarantor any Grantor shall now or at any time hereafter hold or acquire any certificated securities of any Subsidiarysecurities, the Guarantor such Grantor shall 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. If any securities now or hereafter acquired by the Guarantor any Grantor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor such Grantor or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor such Grantor shall promptly immediately notify the Administrative Agent thereof and, at the Administrative Agent’s request and option option, pursuant to an agreement in a form and substance reasonably satisfactory to the Administrative Agent, either (Ai) cause the issuer to agree to complycomply with instructions from the Administrative Agent as to such securities, without further consent of the Guarantor, any Grantor or such nominee, at any time with instructions from the Agent as to each Material Security or (Bii) arrange for the Administrative Agent to become the registered owner of such Material Securitythe securities. Subject to the limitations set forth in Section 2 hereof, if If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor any Grantor are held by the Guarantor such Grantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Securityintermediary, the Guarantor such Grantor shall promptly immediately notify the Administrative Agent thereof and, at the Administrative Agent’s request and option, the Guarantor shall, 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, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders or other instructions from the Administrative Agent to such securities intermediary as to such Material Securitysecurity entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Administrative Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of a Material Security Financial Assets or other Investment Property held through a securities intermediary, arrange for the Administrative Agent to become the entitlement holder with respect to such a Material Securityinvestment property, with the Guarantor Grantor being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Administrative Agent agrees with each of the Guarantor Grantors that the 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 the Guarantorany Grantor, unless an Event of Default has occurred and is continuing or would occur continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documentsrights, would occur. The provisions of this Section 4.3 paragraph shall not apply to any financial assets credited to a securities account for which (A) the Administrative Agent is the securities intermediaryintermediary or (B) unless an Event of Default has occurred and is continuing, the aggregate value of the financial assets in such securities account is less than $5,000,000.

Investment Property. Subject to Until the limitations set forth in Section 2 hereof, if the Guarantor shall now or at any time hereafter hold or acquire any certificated securities occurrence and continuance of any Subsidiaryan Event of Default hereunder, the Guarantor Borrower shall forthwith endorse, assign retain the right to vote any of the Investment Property constituting Collateral in a manner not inconsistent with the terms of this Agreement and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specifyCredit Agreement. If any securities now or hereafter acquired by the Guarantor are (a) Borrower, as registered holder of such Investment Property, receives (i) uncertificated any dividend, or other distribution in cash or other property in connection with the liquidation or dissolution of the issuer of such Investment Property, or in connection with the redemption or payment of such Investment Property, or (ii) certificated and issued by a Person 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, other than a Subsidiary, (b) issued as permitted pursuant to the Guarantor Credit Agreement, the Borrower agrees to accept the same in trust for the Agent and to deliver the same forthwith to the Agent or its nominee directly designee, in the exact form received, with the Borrower’s endorsement or reassignment when necessary, to be held by the issuer thereofAgent as Collateral. After the occurrence and during the continuance of an Event of Default, and (c) have a principal amount or value in excess upon request of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor shall promptly notify the Agent thereof and, at the Agent’s request and option pursuant to an agreement in a form and substance reasonably satisfactory to the Agent, either the Borrower will (Ai) cause deliver all of its Investment Property constituting Collateral and represented by certificates, including without limitation all stock of its Subsidiaries, to the Agent to hold pursuant to the terms of this Agreement (ii) register in the name of the Agent or its designee any uncertificated Investment Property constituting Collateral or the Lenders’ security interest therein on the books maintained by or on behalf of the issuer thereof or the depository therefore and (iii) do all things necessary or desirable, as determined by the Agent, to transfer control over any Investment Property to the Agent including, but not limited to, registering the Agent as the holder of the securities entitlement or commodities contract as appropriate, and entering into any control agreement, in form designated by the Agent, pursuant to which the securities intermediary shall agree to comply, that it will comply with the entitlement orders originated by the Agent without further consent of the GuarantorBorrower, or such nomineeand entering into any control agreement, at any time with instructions from the Agent as to each Material Security or (B) arrange for the Agent to become the registered owner of such Material Security. Subject to the limitations set forth in Section 2 hereof, if any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired form designated by the Guarantor are held by the Guarantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Security, the Guarantor shall promptly notify the Agent thereof and, at the Agent’s request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to which the Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to shall agree to comply, in each case without further consent of the Guarantor or such nominee, at any time with entitlement orders or other instructions from the Agent to such securities intermediary as to such Material Security, or (as the case may be) to that it will apply any value distributed on account of any commodity contract as directed by the Agent to such commodity intermediary, or (ii) in the case of a Material Security held through a securities intermediary, arrange for the Agent to become the entitlement holder with respect to such a Material Security, with the Guarantor being permitted, only with the without further consent of the Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Agent agrees with the Guarantor that the 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 the Guarantor, unless an Event of Default has occurred and is continuing or would occur after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents. The provisions of this Section 4.3 shall not apply to any financial assets credited to a securities account for which the Agent is the securities intermediaryBorrower.

Investment Property. Subject Except to the limitations set forth extent otherwise provided in Section 2 hereofArticle III, if the Guarantor any Grantor shall now or at any time hereafter hold or acquire any certificated “securities certificates” (as defined in Article 8 of the New York UCC), other than Excluded Equity, such Grantor shall promptly (and in any Subsidiary, the Guarantor shall forthwith event within five (5) Business Days of issuance (or such later date as permitted by Collateral Agent in its sole discretion)) endorse, assign and deliver the same to the AgentCollateral Agent (or the Revolving Loan Agent pursuant to the Intercreditor Agreement), accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If Subject to Section 4.05(b), if any securities (other than securities or other Investment Property constituting Excluded Assets) now or hereafter acquired by any Grantor are “uncertificated securities” (as defined in Article 8 of the Guarantor New York UCC) and are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) issued to the Guarantor such Grantor or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor such Grantor shall promptly (and in any event within ten (10) Business Days (or such later date as permitted by Collateral Agent in its sole discretion)) notify the Collateral Agent thereof and, at the Collateral Agent’s written request and option in its reasonable discretion, do one of the following: (w) pursuant to an agreement in a form and substance reasonably satisfactory to the Collateral Agent, either (A) cause the issuer to agree to complycomply with instructions from the Collateral Agent as to such securities, without further consent of the Guarantor, any Grantor or such nomineenominee (x) cause a security entitlement with respect to such uncertificated securities to be held in a securities account with respect to which the Collateral Agent has Control, at any time with instructions from the Agent as to each Material Security or (By) arrange for the Collateral Agent (or the Revolving Loan Agent as agent for the Collateral Agent pursuant to the Intercreditor Agreement) to become the registered owner of the uncertificated securities or (z) issue “securities certificates” (as defined in Article 8 of the New York UCC) for such Material SecurityEquity Interests. Subject to the limitations set forth in Section 2 hereof4.05(b), if any securities, whether certificated or uncertificated, or other investment property Investment Property (other than securities or other Investment Property constituting Excluded Assets) now or hereafter acquired by the Guarantor any Grantor are held by the Guarantor such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary and constitute a Material SecurityCommodity Intermediary, the Guarantor such Grantor shall promptly (and in any event within ten (10) Business Days (or such later date as permitted by Collateral Agent in its sole discretion)) notify the Collateral Agent thereof and, at the Collateral Agent’s written request cause such Securities Intermediary or Commodity Intermediary to execute and option, the Guarantor shall, pursuant to deliver an agreement in form and substance reasonably satisfactory to the AgentCollateral Agent pursuant to which such Securities Intermediary or Commodity Intermediary, either (i) cause such securities intermediary or (as the case may be) commodity intermediary , agrees to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders or other instructions Entitlement Orders from the Collateral Agent to such securities intermediary Securities Intermediary as to such Material Securitysecurities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediaryCommodity Intermediary, or (ii) in the each case of a Material Security held through a securities intermediary, arrange for the Agent to become the entitlement holder with respect to such a Material Security, with the Guarantor being permitted, only with the without further consent of the Agent, to exercise rights to withdraw any Grantor or otherwise deal with such investment propertynominee. The Collateral Agent agrees with the Guarantor each Grantor that the Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given the Grantors not less than two (2) Business Days’ prior written notice of its intent to exercise its rights under this Agreement. The provisions of this paragraph shall not apply to any [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any instructions or directions to any Securities Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by the Guarantorsuch Grantor, unless an Event of Default has occurred and is continuing or would occur after giving effect continuing. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any entitlement orders to any such investment issuer of “uncertificated securities” (as defined in Article 8 of the New York UCC) unless an Event of Default has occurred and withdrawal rights not otherwise permitted by is continuing and the Loan Documents. The provisions of this Section 4.3 shall not apply Collateral Agent has provided at least two (2) Business Days’ prior written notice to the applicable Grantor before exercising any financial assets credited to a securities account for which the Agent is the securities intermediaryremedies with respect thereto.

Investment Property. Subject Except to the limitations set forth extent otherwise provided in Section 2 hereofArticle II, if the Guarantor any Grantor shall now or at any time hereafter hold or acquire any certificated securities of securities, such Grantor shall forthwith, and in any Subsidiaryevent within 60 days after the acquisition thereof, the Guarantor shall forthwith endorse, assign and deliver the same to the AgentAdministrative Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specifyreasonably request. If any securities now or hereafter acquired by the Guarantor any Grantor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor such Grantor or its nominee directly by the issuer thereof, and following the occurrence of an Event of Default (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor about which such Grantor shall promptly notify the Agent thereof Administrative Agent) and, at the Administrative Agent’s request and option pursuant to an agreement in a form and substance reasonably satisfactory to the Agent, either (A) cause the issuer to agree to comply, without further consent of the Guarantor, or such nominee, at any time with instructions from the Agent as to each Material Security or (B) arrange for the Agent to become the registered owner of such Material Security. Subject to the limitations set forth in Section 2 hereof, if any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor are held by the Guarantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Security, the Guarantor shall promptly notify the Agent thereof and, at the Agent’s request and option, the Guarantor shallreasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the 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 any Grantor or such nominee, or (ii) arrange for the Administrative Agent to become the registered owner of such 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, in the case of Equity Interests issued by a Subsidiary, at any time, or in all other cases, following the occurrence of an Event of Default, such Grantor shall immediately 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 shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders or other instructions from the Administrative Agent to such securities intermediary as to such Material Securitysecurity entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Administrative Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of a Material Security financial assets or other Investment Property held through a securities intermediary, arrange for the Administrative Agent to become the entitlement holder with respect to such a Material SecurityInvestment Property, with the Guarantor Grantor being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. The Administrative Agent agrees with each of the Guarantor Grantors that the 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 the Guarantorany Grantor, unless an Event of Default has occurred and is continuing or would occur after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documentscontinuing. The provisions of this Section 4.3 paragraph shall not apply to any financial assets credited to a securities account for which the Administrative Agent is the securities intermediary.

Investment Property. Subject to the limitations set forth in Section 2 hereof, if the Guarantor If any Grantor shall now or at any time hereafter hold ------------------- or acquire any certificated securities of any Subsidiarysecurities, the Guarantor such Grantor shall 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. If any securities now or hereafter acquired by the Guarantor any Grantor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor such Grantor or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor such Grantor shall promptly immediately notify the Administrative Agent thereof and, at the Administrative Agent’s 's request and option option, pursuant to an agreement in a form and substance reasonably satisfactory to the Administrative Agent, either (Ai) cause the issuer to agree to complycomply with instructions from the Administrative Agent as to such securities, without further consent of the Guarantor, any Grantor or such nominee, at any time with instructions from the Agent as to each Material Security or (Bii) arrange for the Administrative Agent to become the registered owner of such Material Securitythe securities. Subject to the limitations set forth in Section 2 hereof, if If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor any Grantor are held by the Guarantor such Grantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Securityintermediary, the Guarantor such Grantor shall promptly immediately notify the Administrative Agent thereof and, at the Administrative Agent’s 's request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either (iA) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders or other instructions from the Administrative Agent to such securities intermediary as to such Material Securitysecurities 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 Administrative Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (iiB) in the case of a Material Security Financial Assets or other Investment Property held through a securities intermediary, arrange for the Administrative Agent to become the entitlement holder with respect to such a Material Securityinvestment property, with the Guarantor Grantor being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Administrative Agent agrees with each of the Guarantor Grantors that the 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 the Guarantorany Grantor, unless an Event of Default has occurred and is continuing or would occur continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documentsrights, would occur. The provisions of this Section 4.3 paragraph (c) shall not apply to any financial assets credited to a securities account for which the Administrative Agent is the securities intermediary.

Investment Property. Subject Except to the limitations set forth extent otherwise provided in Section 2 hereofArticle III, if the Guarantor any Grantor shall now or at any time hereafter hold or acquire any certificated securities of any Subsidiarysecurities, the Guarantor such Grantor shall 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. If any securities now or hereafter acquired by the Guarantor any Grantor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor such Grantor or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor such Grantor shall promptly immediately notify the Administrative Agent thereof and, at the Administrative Agent’s 's request and option option, pursuant to an agreement in a form and substance reasonably satisfactory to the Administrative Agent, either (Aa) cause the issuer to agree to complycomply with instructions from the Administrative Agent as to such securities, without further consent of the Guarantor, any Grantor or such nominee, at any time with instructions from the Agent as to each Material Security or (Bb) arrange for the Administrative Agent to become the registered owner of such Material Securitythe securities. Subject to the limitations set forth in Section 2 hereof, if If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by the Guarantor any Grantor are held by the Guarantor such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary and constitute a Material SecurityCommodity Intermediary, the Guarantor such Grantor shall promptly immediately notify the Administrative Agent thereof and, at the Administrative Agent’s 's request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either (ia) cause such securities intermediary Securities Intermediary or (Commodity Intermediary, as the case may be) commodity intermediary , to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders Entitlement Orders or other instructions from the Administrative Agent to such securities intermediary Securities Intermediary as to such Material Securitysecurities 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 Administrative Agent to such commodity intermediaryCommodity Intermediary, in each case without further consent of any Grantor or such nominee, or (iib) in the case of a Material Security 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 Administrative Agent to become the entitlement holder Entitlement Holder with respect to such a Material SecurityInvestment Property, with the Guarantor Grantor being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. The Administrative Agent agrees with each of the Guarantor Grantors that the Administrative Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by the Guarantorany Grantor, unless an Event of Default has occurred and is continuing or would occur continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documentswould occur. The provisions of this Section 4.3 paragraph shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Administrative Agent is the securities intermediarySecurities Intermediary.

Investment Property. Subject Except to the limitations set forth extent otherwise provided in Section 2 hereofArticle III, if the Guarantor any Grantor shall now or at any time hereafter hold or acquire any certificated securities of any Subsidiarysecurities, the Guarantor such Grantor shall 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. If any securities now or hereafter acquired by the Guarantor any Grantor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor such Grantor or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor such Grantor shall promptly immediately notify the Administrative Agent thereof and, at the Administrative Agent’s 's request and option option, pursuant to an agreement in a form and substance reasonably satisfactory to the Administrative Agent, either (Ai) cause the issuer to agree to complycomply with instructions from the Administrative Agent as to such securities, without further consent of the Guarantor, any Grantor or such nominee, at any time with instructions from the Agent as to each Material Security or (Bii) arrange for the Administrative Agent to become the registered owner of such Material Securitythe securities. Subject to the limitations set forth in Section 2 hereof, if If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor any Grantor are held by the Guarantor such Grantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Securityintermediary, the Guarantor such Grantor shall promptly immediately notify the Administrative Agent thereof and, at the Administrative Agent’s 's request and option, the Guarantor shall, 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, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders or other instructions from the Administrative Agent to such securities intermediary as to such Material Securitysecurity entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Administrative Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of a Material Security Financial Assets or other Investment Property held through a securities intermediary, arrange for the Administrative Agent to become the entitlement holder with respect to such a Material Securityinvestment property, with the Guarantor Grantor being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Administrative Agent agrees with each of the Guarantor Grantors that the 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 the Guarantorany Grantor, unless an Event of Default has occurred and is continuing or would occur continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documentswould occur. The provisions of this Section 4.3 paragraph shall not apply to any financial assets credited to a securities account for which the Administrative Agent is the securities intermediary.

Investment Property. Subject to the limitations set forth in Section 2 hereofIf any Grantor shall, if the Guarantor shall now or at any time hereafter hereafter, hold or acquire any certificated securities of any SubsidiaryCertificated Securities constituting Collateral, the Guarantor such Grantor shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. If any securities Securities constituting Collateral now or hereafter acquired by the Guarantor any Grantor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor such Grantor or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor such Grantor shall promptly immediately notify the Agent thereof and, at the Agent’s request and option option, pursuant to an agreement in a form and substance reasonably satisfactory to the Agent, either (Aa) cause the issuer to agree to comply, comply without further consent of the Guarantor, such Grantor or such nominee, at any time with instructions from the Agent as to each Material Security such Securities, or (Bb) arrange for the Agent to become the registered owner of such Material Securitythe Securities. Subject to the limitations set forth in Section 2 hereof, if If any securitiesSecurities constituting Collateral, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by the Guarantor any Grantor are held by the Guarantor such Grantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Securityintermediary, the Guarantor such Grantor shall promptly immediately notify the Agent thereof and, at the Agent’s request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor such Grantor or such nominee, at any time with entitlement orders or other instructions from the Agent to such securities intermediary as to such Material SecuritySecurities 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 Agent to such commodity intermediary, or (ii) in the case of a Material Security financial assets or other Investment Property constituting Collateral held through a securities intermediary, arrange for the Agent to become the entitlement holder with respect to such a Material SecurityInvestment Property, with the Guarantor such Grantor being permitted, only with the consent of the Agent, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. The Agent agrees with the Guarantor each Grantor that the 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 the Guarantorsuch Grantor, unless an Event of Default has occurred and is continuing or would occur 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 Section 4.3 paragraph shall not apply to any financial assets credited to a securities account Securities Account for which the Agent is the securities intermediary.

Investment Property. Subject Except to the limitations set forth extent otherwise provided in Section 2 hereofArticle II, if the Guarantor any Grantor shall now or at any time hereafter hold or acquire any certificated securities with a value in excess of any Subsidiary$100,000, the Guarantor such Grantor shall 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. If any securities now or hereafter acquired by the Guarantor any Grantor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor such Grantor or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor such Grantor shall promptly immediately notify the Administrative Agent thereof and, at the Administrative Agent’s reasonable request and option option, pursuant to an agreement in a form and substance reasonably satisfactory to the Administrative Agent, either (Ai) cause the issuer to agree to complycomply with instructions from the Administrative Agent as to such securities, without further consent of the Guarantor, any Grantor or such nominee, at any time with instructions from the Agent as to each Material Security or (Bii) arrange for the Administrative Agent to become the registered owner of such Material Securitythe securities or (iii) take appropriate steps under applicable foreign law to effectuate perfection. Subject Other than investment property held by any Grantor or its nominee through a securities intermediary or commodities intermediary that is subject to a lien described in clause (d) of the limitations set forth definition of the term “Permitted Encumbrances” in Section 2 hereofthe Credit Agreement or in connection with any hedging agreement permitted under the Credit Agreement, if any securitiessecurities with a value in excess of $100,000, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor any Grantor are held by the Guarantor such Grantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Securityintermediary, the Guarantor such Grantor shall promptly immediately notify the Administrative Agent thereof and, at the Administrative Agent’s request and option, the Guarantor shall, 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, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders or other instructions from the Administrative Agent to such securities intermediary as to such Material Securitysecurity entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Administrative Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of a Material Security financial assets or other Investment Property held through a securities intermediary, arrange for the Administrative Agent to become the entitlement holder with respect to such a Material Securityinvestment property, with the Guarantor Grantor being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Administrative Agent agrees with each of the Guarantor Grantors that the 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 the Guarantorany Grantor, unless an Event of Default has occurred and is continuing or would occur continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documentswould occur. The provisions of this Section 4.3 paragraph shall not apply to any financial assets credited to a securities account for which the Administrative Agent is the securities intermediary.

Investment Property. Subject (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the limitations set forth in Section 2 hereof, if the Guarantor shall now or at any time hereafter hold or acquire any certificated securities Equity Interests of any SubsidiaryIssuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Guarantor Pledged Stock, or otherwise in respect thereof, such Grantor shall forthwith endorseaccept the same as the agent of the Secured Party and the other Holders, assign hold the same in trust for the Secured Party and the other Holders and deliver the same forthwith to the Secured Party (or, after the occurrence of the First Lien Closing Date and to the extent required by the Intercreditor Agreement, to the First Lien Agent, accompanied as bailee and agent for perfection for the Secured Party under the Intercreditor Agreement) in the exact form received, duly indorsed by such instruments of transfer Grantor to the Secured Party (or assignment to the First Lien Agent, as applicable), together with an undated stock power covering such certificate duly executed in blank by such Grantor and with signature guaranteed, to be held by the Secured Party (or, during the First Lien Period, by the First Lien Agent), subject to the terms hereof, as additional collateral security for the Agent may from time 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 time specifythe Secured Party (or, after the occurrence of the First Lien Closing Date and to the extent required by the Intercreditor Agreement, to the First Lien Agent, as bailee and agent for perfection for the Secured Party under the Intercreditor Agreement) 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 Secured Party, be delivered to the Secured Party (or, after the occurrence of the First Lien Closing Date and to the extent required by the Intercreditor Agreement, to the First Lien Agent, as bailee and agent for perfection for the Secured Party under the Intercreditor Agreement) 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 the Guarantor are (a) (i) uncertificated such Grantor, such Grantor shall, until such money or (ii) certificated and issued by a Person other than a Subsidiary, (b) issued property is paid or delivered to the Guarantor Secured Party (or its nominee directly by to the issuer thereofFirst Lien Agent, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”as applicable), the Guarantor shall promptly notify the Agent thereof and, at the Agent’s request and option pursuant to an agreement hold such money or property in a form and substance reasonably satisfactory to the Agent, either (A) cause the issuer to agree to comply, without further consent of the Guarantor, or such nominee, at any time with instructions from the Agent as to each Material Security or (B) arrange trust for the Agent to become Secured Party and the registered owner other Holders, segregated from other funds of such Material Security. Subject to the limitations set forth in Section 2 hereofGrantor, if any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor are held by the Guarantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Security, the Guarantor shall promptly notify the Agent thereof and, at the Agent’s request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time with entitlement orders or other instructions from the Agent to such securities intermediary as to such Material Security, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Agent to such commodity intermediary, or (ii) in the case of a Material Security held through a securities intermediary, arrange additional collateral security for the Agent to become the entitlement holder with respect to such a Material Security, with the Guarantor being permitted, only with the consent of the Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Agent agrees with the Guarantor that the 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 the Guarantor, unless an Event of Default has occurred and is continuing or would occur after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents. The provisions of this Section 4.3 shall not apply to any financial assets credited to a securities account for which the Agent is the securities intermediarySecured Obligations.

Investment Property. Subject Except to the limitations set forth extent otherwise provided in Section 2 hereofArticle III, if the Guarantor any Pledgor shall now or at any time hereafter hold or acquire any certificated securities of any SubsidiaryCertificated Security, the Guarantor such Pledgor shall forthwith endorse, assign and deliver the same to the Applicable Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Applicable Agent may from time to time reasonably specify. If any securities security of a domestic issuer now owned or hereafter acquired by the Guarantor are (a) (i) any Pledgor is uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) is issued to the Guarantor such Pledgor or its nominee directly by the issuer thereof, upon the Applicable Agent’s reasonable request or upon and (c) have a principal amount or value in excess during the continuance of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”)an Event of Default, the Guarantor such Pledgor shall promptly notify the Applicable Agent thereof and, at the Agent’s request and option pursuant to an agreement in a form and substance reasonably satisfactory to the Agent, either (A) cause the issuer to agree to comply, without further consent of the Guarantor, or such nominee, at any time with instructions from the Agent as to each Material Security or (B) arrange for the Agent to become the registered owner of such Material Security. Subject to the limitations set forth in Section 2 hereof, if any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor are held by the Guarantor or its nominee through a uncertificated securities intermediary or commodity intermediary and constitute a Material Security, the Guarantor shall promptly notify the Agent thereof and, at the Agent’s request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Applicable Agent, either (i) cause the issuer to agree to comply with instructions from the Applicable Agent as to such security, without further consent of any Pledgor or such nominee, or (ii) cause the issuer to register the Applicable Agent as the registered owner of such security. If any security or other Investment Property, whether certificated or uncertificated, representing an Equity Interest in a third party and having a fair market value in excess of $10,000,000 now owned or hereafter acquired by any Pledgor is held by such Pledgor or its nominee through a securities intermediary or commodity intermediary, such Pledgor shall promptly notify the Applicable Agent thereof and, at the Applicable Agent’s request and option, pursuant to a Control Agreement in form and substance reasonably satisfactory to the Applicable Agent, either (A) cause such securities intermediary or (commodity intermediary, as applicable, to agree, in the case may be) commodity intermediary of a securities intermediary, to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders or other instructions from the Applicable Agent to such securities intermediary as to such Material Securitysecurities 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 Applicable Agent to such commodity intermediary, in each case without further consent of any Pledgor or such nominee, or (iiB) in the case of a Material Security Financial Assets or other Investment Property held through a securities intermediary, arrange for the Applicable Agent to become the entitlement holder with respect to such a Material SecurityFinancial Assets or Investment Property, for the ratable benefit of the Secured Parties, with the Guarantor such Pledgor being permitted, only with the consent of the Applicable Agent, to exercise rights to withdraw or otherwise deal with such investment propertyFinancial Assets or Investment Property. The Applicable Agent agrees with each of the Guarantor Pledgors that the Applicable 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 the Guarantorany Pledgor, unless an Event of Default has occurred and is continuing or would occur or, after giving effect to any such investment and withdrawal rights not otherwise permitted by or dealing rights, would occur and, in each case, upon written instruction from the Loan DocumentsApplicable First Lien Agent. The provisions of this Section 4.3 paragraph (b) shall not apply to any financial assets Financial Assets credited to a securities account for which the Applicable Agent is the securities intermediary.

Investment Property. Subject to the limitations set forth in Section 2 hereof, if the Guarantor Borrower shall now or at any time hereafter hold or acquire any certificated securities of any Subsidiary, the Guarantor Borrower shall forthwith endorse, assign and deliver the same to the AgentLender, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent Lender may from time to time specify. If any securities now or hereafter acquired by the Guarantor Borrower are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) issued to the Guarantor Borrower or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor Borrower shall promptly notify the Agent Lender thereof and, at the AgentLender’s request and option pursuant to an agreement in a form and substance reasonably satisfactory to the AgentLender, either (A) cause the issuer to agree to comply, without further consent of the GuarantorBorrower, or such nominee, at any time with instructions from the Agent Lender as to each Material Security or (B) arrange for the Agent Lender to become the registered owner of such the Material SecuritySecurities. Subject to the limitations set forth in Section 2 hereof, if any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor are Borrower is held by the Guarantor Borrower or its nominee through a securities intermediary or commodity intermediary and constitute a Material Security, the Guarantor Borrower shall promptly notify the Agent Lender thereof and, at the AgentLender’s request and option, the Guarantor Borrower shall, pursuant to an agreement in form and substance reasonably satisfactory to the AgentLender, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor Borrower or such nominee, at any time with entitlement orders or other instructions from the Agent Lender to such securities intermediary as to such a Material Security, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Agent Lender to such commodity intermediary, or (ii) in the case of a Material Security held through a securities intermediary, arrange for the Agent Lender to become the entitlement holder with respect to such a Material Security, with the Guarantor Borrower being permitted, only with the consent of the AgentLender, to exercise rights to withdraw or otherwise deal with such investment property. The Agent Lender agrees with the Guarantor Borrower that the Agent Lender shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by the GuarantorBorrower, unless an Event of Default has occurred and is continuing or would occur 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 Section 4.3 paragraph shall not apply to any financial assets credited to a securities account for which the Agent Lender is the securities intermediary.

Investment Property. Subject to the limitations set forth in Section 2 Without limiting (S)5.1 hereof, if the Guarantor shall any Company shall, now or at any time hereafter hereafter, hold or acquire any certificated securities of any Subsidiaryconstituting Collateral described in (S)2 above, the Guarantor such Company shall 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. If any securities now or hereafter acquired by the Guarantor any Company constituting Collateral described in (S)2 above, are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor such Company or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor such Company shall promptly immediately notify the Administrative Agent thereof and, at the Administrative Agent’s request and option pursuant to an agreement in a form and substance reasonably satisfactory to the Agent, either (A) cause the issuer to agree to comply, without further consent of the Guarantor, or such nominee, at any time with instructions from the Agent as to each Material Security or (B) arrange for the Agent to become the registered owner of such Material Security. Subject to the limitations set forth in Section 2 hereof, if any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor are held by the Guarantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Security, the Guarantor shall promptly notify the Agent thereof and, at the Agent’s 's request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either (a) cause the issuer to agree to comply without further consent of such Company 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. If any securities constituting Collateral described in (S)2 above, whether certificated or uncertificated, or other investment property, now or hereafter acquired by any Company are held by such Company or its nominee through a securities intermediary or commodity intermediary, such Company shall immediately 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 or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor such Company or such nominee, at any time with entitlement orders or other instructions from the Administrative Agent to such securities intermediary as to such Material Securitysecurities 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 Administrative Agent to such commodity intermediary, or (ii) in the case of a Material Security financial assets or other investment property held through a securities intermediary, arrange for the Administrative Agent to become the entitlement holder with respect to such a Material Securityinvestment property, with the Guarantor such Company being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Administrative Agent agrees with the Guarantor each Company that the 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 the Guarantorsuch Company, unless an Event of Default has occurred and is continuing or would occur 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 Section 4.3 paragraph shall not apply to any financial assets credited to a securities account for which the Administrative Agent is the securities intermediary.

Investment Property. Subject Except to the limitations set forth extent otherwise provided in Section 2 hereofArticle III, if the Guarantor any Pledgor shall now or at any time hereafter hold or acquire any certificated securities of any SubsidiaryCertificated Security, the Guarantor such Pledgor shall forthwith endorse, assign and deliver the same to the AgentApplicable First Lien Representative, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent Applicable First Lien Representative may from time to time reasonably specify. If any securities security of a domestic issuer now or hereafter acquired by the Guarantor are (a) (i) any Pledgor is uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) is issued to the Guarantor such Pledgor or its nominee directly by the issuer thereof, upon the Applicable First Lien Representative’s reasonable request or upon and (c) have a principal amount or value in excess during the continuance of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”)an Event of Default, the Guarantor such Pledgor shall promptly notify the Agent thereof and, at the Agent’s request and option pursuant to an agreement in a form and substance reasonably satisfactory to the Agent, either (A) cause the issuer to agree to comply, without further consent of the Guarantor, or such nominee, at any time with instructions from the Agent as to each Material Security or (B) arrange for the Agent to become the registered owner Applicable First Lien Representative of such Material Security. Subject to the limitations set forth in Section 2 hereof, if any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor are held by the Guarantor or its nominee through a uncertificated securities intermediary or commodity intermediary and constitute a Material Security, the Guarantor shall promptly notify the Agent thereof and, at the Agent’s request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the AgentApplicable First Lien Representative, either (i) cause the issuer to agree to comply with instructions from the Applicable First Lien Representative as to such security, without further consent of any Pledgor or such nominee, or (ii) cause the issuer to register the Applicable First Lien Representative as the registered owner of such security. If any security or other Investment Property, whether certificated or uncertificated, representing an Equity Interest in a third party and having a fair market value in excess of $10,000,000 now or hereafter acquired by any Pledgor is held by such Pledgor or its nominee through a securities intermediary or commodity intermediary, such Pledgor shall promptly notify the Applicable First Lien Representative thereof and, at the Applicable First Lien Representative’s request and option, pursuant to a Control Agreement in form and substance reasonably satisfactory to the Applicable First Lien Representative, either (A) cause such securities intermediary or (commodity intermediary, as applicable, to agree, in the case may be) commodity intermediary of a securities intermediary, to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders or other instructions from the Agent Applicable First Lien Representative to such securities intermediary as to such Material Securitysecurities 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 Agent Applicable First Lien Representative to such commodity intermediary, in each case without further consent of any Pledgor or such nominee, or (iiB) in the case of a Material Security Financial Assets or other Investment Property held through a securities intermediary, arrange for the Agent Applicable First Lien Representative to become the entitlement holder with respect to such a Material SecurityFinancial Assets or Investment Property, for the ratable benefit of the Secured Parties, with the Guarantor such Pledgor being permitted, only with the consent of the AgentApplicable First Lien Representative, to exercise rights to withdraw or otherwise deal with such investment propertyFinancial Assets or Investment Property. The Agent Applicable First Lien Representative agrees with each of the Guarantor Pledgors that the Agent Applicable First Lien Representative 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 the Guarantorany Pledgor, unless an Event of Default has occurred and is continuing or would occur or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documentsor dealing rights, would occur. The provisions of this Section 4.3 paragraph (b) shall not apply to any financial assets Financial Assets credited to a securities account for which the Agent Applicable First Lien Representative is the securities intermediary.

Investment Property. Subject to the limitations set forth in Section 2 hereof, if the Guarantor If Borrower shall now or at any time hereafter hold or acquire any certificated securities of any Subsidiarysecurities, the Guarantor Borrower shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. If any securities now or hereafter acquired by the Guarantor Borrower are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor Borrower or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor Borrower shall promptly immediately notify the Agent thereof and, at the Agent’s request and option option, pursuant to an agreement in a form and substance reasonably satisfactory to the Agent, either (Aa) cause the issuer to agree to complycomply with instructions from Agent as to such securities, without further consent of the Guarantor, Borrower or such nominee, at any time with instructions from the Agent as to each Material Security or (Bb) arrange for the Agent to become the registered owner of such Material Securitysecurities. Subject to the limitations set forth in Section 2 hereof, if If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor Borrower are held by the Guarantor Borrower or its nominee through a securities intermediary or commodity intermediary and constitute a Material Securityintermediary, the Guarantor Borrower shall promptly immediately notify the Agent thereof and, at the Agent’s request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders or other instructions instruments from the Agent to such securities intermediary as to such Material Securitysecurities 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 Agent to such commodity commodities intermediary, in each case without further consent of Borrower or its nominee, or (ii) in the case of a Material Security financial assets or other investment property held through a securities intermediary, arrange for the Agent to become the entitlement holder bolder with respect to such a Material Securityinvestment property, with the Guarantor Borrower being permitted, only with the consent of the Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Agent agrees Borrower shall also execute such additional agreements or instruments, in form and substance satisfactory to Agent, with the Guarantor that the respect to investment property, as 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 the Guarantor, unless an Event of Default has occurred and is continuing or would occur after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents. The provisions of this Section 4.3 shall not apply to any financial assets credited to a securities account for which the Agent is the securities intermediaryrequest.

Investment Property. Subject to the limitations set forth in Section 2 hereof2.2, if the Guarantor shall any Grantor shall, now or at any time hereafter hereafter, hold or acquire any certificated securities of any Subsidiary, the Guarantor such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. If any securities now or hereafter acquired by the Guarantor any Grantor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) issued to the Guarantor such Grantor or its nominee directly by the issuer thereof, and (c) (i) individually have a principal amount or value in excess of $5,000,000 1,000,000 in the aggregate with respect to any one issuer (each a “Material Security”)) or (ii) collectively, with such securities of all Grantors, have a principal amount in excess of $5,000,000 in the Guarantor aggregate, such Grantor shall promptly immediately notify the Collateral Agent thereof and, at the Collateral Agent’s request and option option, pursuant to an agreement in a form and substance reasonably satisfactory to the Collateral Agent, either (A) cause the issuer to agree to comply, without further consent of the Guarantor, such Grantor or such nominee, at any time with instructions from the Collateral Agent as to each Material Security and, to the extent such securities of all Grantors have a principal amount or value in excess of $5,000,000 in the aggregate, such securities having the highest principal amounts (collectively, the “Excess Securities” and, together with the Material Securities, the “Pledged Securities”) such that the aggregate principal amount or value of the remaining securities shall not exceed $5,000,000 or (B) arrange for the Collateral Agent to become the registered owner of such Material Securitythe Pledged Securities. Subject to the limitations set forth in Section 2 hereof, if If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor any Grantor are held by the Guarantor such Grantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material SecurityPledged Securities, the Guarantor such Grantor shall promptly immediately notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i1) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor such Grantor or such nominee, at any time with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such Material SecurityPledged Securities, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, or (ii2) in the case of a Material Security Pledged Securities held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such a Material SecurityPledged Securities, with the Guarantor such Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Collateral Agent agrees with the Guarantor each Grantor that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediaryintermediary pursuant to clauses (A) or (1) above, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by the Guarantorsuch Grantor pursuant to clauses (B) or (2) above, unless an Event of Default has occurred and is continuing or would occur after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan DocumentsDocuments (as defined in each Credit Agreement). The provisions of this Section 4.3 paragraph shall not apply to any financial assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Subject to the limitations set forth in Section 2 hereof, if the Guarantor If any Pledgor shall now or at any time hereafter hold or acquire any certificated securities of any Subsidiarysecurities, the Guarantor such Pledgor shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. If any securities now or hereafter acquired by the Guarantor such Pledgor are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor any Pledgor or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor Pledgor shall promptly immediately notify the Agent thereof and, at the Agent’s request and option option, pursuant to an agreement in a form and substance reasonably satisfactory to the Agent, either (Aa) cause the issuer to agree to comply, comply without further consent of the Guarantor, such Pledgor or such nominee, at any time with instructions from the Agent as to each Material Security such securities, or (Bb) arrange for the Agent to become the registered owner of such Material Securitythe securities. Subject to the limitations set forth in Section 2 hereof, if If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor any Pledgor are held by the Guarantor such Pledgor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Securityintermediary, the Guarantor such Pledgor shall promptly immediately notify the Agent thereof and, at the Agent’s request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor such Pledgor or such nominee, at any time with entitlement orders or other instructions from the Agent to such securities intermediary as to such Material Securitysecurities 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 Agent to such commodity intermediary, or (ii) in the case of a Material Security financial assets or other investment property held through a securities intermediary, arrange for the Agent to become the entitlement holder with respect to such a Material Securityinvestment property, with the Guarantor such Pledgor being permitted, only with the consent of the Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Agent agrees with the Guarantor that the 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 the Guarantor, unless an Event of Default has occurred and is continuing or would occur after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents. The provisions of this Section 4.3 paragraph shall not apply to (x) any financial assets credited to a securities account for which the Agent is the securities intermediary, (y) any Investments of the type permitted pursuant to §§9.3(e), (h) and (i) of the Credit Agreement, or (z) the share capital or corporate stock of any Unrestricted Subsidiary.

Investment Property. Subject to the limitations set forth in Section 2 hereof, if the Guarantor Borrower shall now or at any time hereafter hold or acquire any certificated securities of any Subsidiary, the Guarantor Borrower shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. If any securities now or hereafter acquired by the Guarantor Borrower are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) issued to the Guarantor Borrower or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor Borrower shall promptly notify the Agent thereof and, at the Agent’s request and option pursuant to an agreement in a form and substance reasonably satisfactory to the Agent, either (A) cause the issuer to agree to comply, without further consent of the GuarantorBorrower, or such nominee, at any time with instructions from the Agent as to each Material Security or (B) arrange for the Agent to become the registered owner of such Material Security. Subject to the limitations set forth in Section 2 hereof, if any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor Borrower are held by the Guarantor Borrower or its nominee through a securities intermediary or commodity intermediary and constitute a Material Security, the Guarantor Borrower shall promptly notify the Agent thereof and, at the Agent’s request and option, the Guarantor Borrower shall, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor Borrower or such nominee, at any time with entitlement orders or other instructions from the Agent to such securities intermediary as to such Material Security, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Agent to such commodity intermediary, or (ii) in the case of a Material Security held through a securities intermediary, arrange for the Agent to become the entitlement holder with respect to such a Material Security, with the Guarantor Borrower being permitted, only with the consent of the Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Agent agrees with the Guarantor Borrower that the 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 the GuarantorBorrower, unless an Event of Default has occurred and is continuing or would occur after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents. The provisions of this Section 4.3 shall not apply to any financial assets credited to a securities account for which the Agent is the securities intermediary.

Investment Property. Subject Except to the limitations set forth extent otherwise provided in Section 2 hereofArticle III, if the any Guarantor shall now or at any time hereafter hold or acquire any certificated securities security with a value in excess of any Subsidiary$5,000,000, the such Guarantor shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify. If any securities security now or hereafter acquired by any Guarantor that is part of the Guarantor are (a) (i) Article 9 Collateral is uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) is issued to the such Guarantor or its nominee directly by the issuer thereof, upon the Collateral Agent’s reasonable request and (c) have a principal amount or value in excess following the occurrence of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”)an Event of Default, the such Guarantor shall promptly notify the Collateral Agent thereof and, at the Agent’s request of such uncertificated securities and option pursuant to an agreement in a form and substance reasonably satisfactory to the Collateral Agent, either (Ai) cause the issuer to agree to complycomply with instructions from the Collateral Agent as to such security, without further consent of the Guarantor, any Guarantor or such nominee, at any time with instructions from or (ii) cause the issuer to register the Collateral Agent as to each Material Security or (B) arrange for the Agent to become the registered owner of such Material Securitysecurity. Subject to If any security or other Investment Property that is part of the limitations set forth in Section 2 hereof, if any securitiesArticle 9 Collateral, whether certificated or uncertificated, or representing an Equity Interest (other investment property than shares in mutual funds and money market funds that constitute Permitted Investments) in a third party and having a fair market value in excess of $20,000,000 now or hereafter acquired by the any Guarantor are is held by the such Guarantor or its nominee through a securities intermediary or commodity intermediary and constitute a Material Securityintermediary, the such Guarantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, option (and automatically if the Guarantor shallCredit Agreement Collateral Agent so requests), pursuant to an agreement in form and substance reasonably satisfactory to the Agent, a Control Agreement either (iA) cause such securities intermediary or (commodity intermediary, as applicable, to agree, in the case may be) commodity intermediary of a securities intermediary, to agree to comply, in each case without further consent of the Guarantor or such nominee, at any time comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such Material Securitysecurities 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 Collateral Agent to such commodity intermediary, in each case without further consent of any Guarantor or such nominee, or (iiB) in the case of a Material Security Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such a Material SecurityInvestment Property, for the ratable benefit of the Notes Secured Parties, with the such Guarantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. The Collateral Agent agrees with each of the Guarantor Guarantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by the any Guarantor, unless an Event of Default has occurred and is continuing or would occur or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documentsor dealing rights, would occur. The provisions of this Section 4.3 paragraph (c) shall not apply to any financial assets Financial Assets credited to a securities account for which the Collateral Agent is the securities intermediary.

Investment Property. Subject to If the limitations set forth in Section 2 hereof, if the Guarantor Company shall now or at any time hereafter hold or acquire any certificated securities of any Subsidiarysecurities, the Guarantor Company shall (except to the extent such certificated securities are held by GSP in a collateral agency capacity for the benefit of the Lender and the liens of the Lender pursuant to the terms of the Subordination Agreement) forthwith endorse, assign and deliver the same to the AgentLender, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent Lender may from time to time specify. If any securities now or hereafter acquired by the Guarantor Company are (a) (i) uncertificated or (ii) certificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor Company or its nominee directly by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor Company shall promptly notify the Agent Lender thereof and, at the Agent’s Lender's request and option option, pursuant to an agreement in a form and substance reasonably satisfactory to the AgentLender, either (Aa) cause the issuer to agree to comply, without further consent of the Guarantor, Company or such nominee, at any time with instructions from the Agent Lender as to each Material Security such securities, or (Bb) arrange for the Agent Lender to become the registered owner of such Material Securitythe securities. Subject to the limitations set forth in Section 2 hereof, if If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor Company are held by the Guarantor Company or its nominee through a securities intermediary or commodity intermediary and constitute a Material Securityintermediary, the Guarantor Company shall promptly notify the Agent Lender thereof and, at the Agent’s Lender's request and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the AgentLender, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of the Guarantor Company or such nominee, at any time with entitlement orders or other instructions from the Agent Lender to such securities intermediary as to such Material Securitysecurities 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 Agent Lender to such commodity intermediary, or (ii) in the case of a Material Security financial assets or other investment property held through a securities intermediary, arrange for the Agent Lender to become the entitlement holder with respect to such a Material Securityinvestment property, with the Guarantor Company being permitted, only with the consent of the AgentLender, to exercise rights to withdraw or otherwise deal with such investment property. The Agent Lender agrees with the Guarantor Company that the Agent Lender shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by the GuarantorCompany, unless an Event of Default has occurred and is continuing or would occur 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 Section 4.3 shall not apply to any financial assets credited to a securities account for which the Agent Lender is the securities intermediary.

Investment Property. Subject Except to the limitations set forth in Section 2 hereofextent otherwise provided under the Pledge Agreement, upon the request of the Administrative Agent: (i) if the Guarantor shall now Debtor or at any time hereafter hold or acquire its nominee holds any certificated securities of any SubsidiarySecurities, the Guarantor shall forthwith endorse, assign and immediately deliver the same such Securities to the Administrative Agent, or an agent designated by it appropriately endorsed or accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify. If any securities now or hereafter acquired by the Guarantor are (a) (i) uncertificated or ; (ii) certificated if the Debtor or its nominee holds any Securities that are uncertificated and issued by a Person other than a Subsidiary, (b) are issued to the Guarantor Debtor or its nominee directly directed by the issuer thereof, and (c) have a principal amount or value in excess of $5,000,000 in the aggregate with respect to any one issuer (each a “Material Security”), the Guarantor shall promptly notify the Agent thereof and, at the Agent’s request option of the Administrative Agent and option pursuant to an agreement in a form and substance reasonably satisfactory to the Agentit, either (A) cause the issuer to agree to complycomply with instructions from the Administrative Agent as to such Securities, without further consent of the Guarantor, Debtor or such nominee, at any time with instructions from the Agent as to each Material Security or (B) arrange for the Administrative Agent to become the registered owner of such Material Security. Subject to the limitations set forth in Section 2 hereof, Securities; (iii) if the Debtor or its nominee holds any securitiesSecurities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Guarantor are held by the Guarantor or its nominee Investment Property through a securities intermediary Securities Intermediary or commodity intermediary and constitute a Material Security, the Guarantor shall promptly notify the Agent thereof andCommodity Intermediary, at the Agent’s request option of the Form of Borrower Security Agreement Administrative Agent and option, the Guarantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Agentit, either (iA) cause such securities intermediary Securities Intermediary or (as the case may be) commodity intermediary Commodity Intermediary to agree to complycomply with entitlement orders or other instructions from the Administrative Agent to such Securities Intermediary as to such 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 Administrative Agent to such Commodity Intermediary, in each case without further consent of the Guarantor Debtor or such nominee, at any time with entitlement orders or other instructions from the Agent to such securities intermediary as to such Material Security, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Agent to such commodity intermediary, or (iiB) in the case of a Material Security Financial Assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Administrative Agent to become the entitlement holder Entitlement Holder with respect to such a Material SecurityInvestment Property, with the Guarantor Debtor being permitted, only with the consent of the Administrative Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Agent agrees with the Guarantor Investment Property; provided, however, that the 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 the Guarantor, unless an Event of Default has occurred and is continuing or would occur after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents. The provisions of this Section 4.3 subsection (c) shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Administrative Agent is the securities intermediarySecurities Intermediary.