Common use of Control of Collateral Clause in Contracts

Control of Collateral. (a) For the purpose of giving the Lender control over the Securities Accounts and in order to perfect the Lender’s security interests in the Collateral, the Grantor hereby consents to (x) the Securities Intermediary entering into a control agreement with the Lender (the “Control Agreement”) pursuant to which the Securities Intermediary agrees to accept and comply with entitlement orders and instructions from the Lender (or from any assignee or successor of the Lender) regarding the Securities Accounts without further consent of the Grantor, (y) the Securities Intermediary retitling any Securities Account in the name of the Lender for the benefit of the Grantor to further perfect and evidence the Lender’s security interest in such Securities Account granted pursuant to this Agreement and (z) the Securities Intermediary delivering to the Lender account statements, trade confirmations and any other information relating to the Securities Accounts. Without limiting the foregoing, the Grantor acknowledges, consents and agrees that, pursuant to a control agreement (the “Control Agreement”) entered into by and between the Lender and the Securities Intermediary: (i) the Securities Intermediary will comply with entitlement orders originated by the Lender regarding the Securities Accounts without further consent from the Grantor. The Securities Intermediary will treat all assets credited to the Securities Accounts, including money and credit balances, as financial assets for purposes of Article 8 of the N.Y. Uniform Commercial Code. (ii) in order to enable the Grantor to trade certain Pledged Financial Assets in accordance with Section 2(b) above, the Securities Intermediary may comply with entitlement orders originated by the Grantor (or if so agreed by the Lender in its sole and absolute discretion, by an investment adviser designated by the Grantor and acceptable to the Lender) regarding any Securities Account given, if applicable, in the manner set forth in Section 4(b)(iv) below, but only until such time that the Lender notifies the Securities Intermediary that the Lender is asserting exclusive control over such Securities Account (a “Notice of Exclusive Control”). After the Securities Intermediary has received a Notice of Exclusive Control and has had a reasonable opportunity to comply, it will no longer comply with entitlement orders or instructions (including voting instructions) originated by the Grantor (or by any investment advisor designated by the Grantor) concerning the applicable Securities Account. After receipt of a Notice of Exclusive Control, the Securities Intermediary will comply with voting instructions from the Lender in respect of any Pledged Financial Assets. Notwithstanding the foregoing, however, and irrespective of whether it has received any Notice of Exclusive Control, the Grantor acknowledges and accepts that the Lender and the Securities Intermediary have procedures in place whereby any entitlement order originated by the Grantor (or by any investment advisor designated by the Grantor) to withdraw any Pledged Financial Assets from any Securities Account, pay any money, free credit balance or other amount owing on any Securities Account or trade any Pledged Financial Asset is subject to a process whereby the Lender assesses whether such withdrawal or trade would result in a Margin Shortfall or Sell-Out Shortfall, and if so, may instruct the Securities Intermediary not to honor such a request. For the avoidance of doubt, nothing in the foregoing shall in any way affect the limitation of liability of the Securities Intermediary contained in Section 4(b) below. (b) The Grantor further acknowledges, consents and agrees that: (i) To the extent that any provisions of this Agreement conflict with any provisions of the Grantor’s client agreements in respect of any Securities Account, the provisions of this Agreement shall control; (ii) In respect of the Securities Accounts, the Securities Intermediary shall not be held responsible for (x) any decline in the market value of any Collateral or the failure to notify the Lender or the Grantor thereof or (y) its failure to take any action or action taken by it with respect to any Collateral, including permitting the Lender to withdraw Collateral from any Securities Account, or failing to permit the Grantor to trade within any Securities Account or withdraw Collateral from any Securities Account, except to the extent directly caused by the Securities Intermediary’s gross negligence or willful misconduct; (iii) Without limiting the generality of the foregoing, the Securities Intermediary shall have no responsibility for interpreting any of the provisions of this Agreement or determining whether any trading or withdrawal of Pledged Financial Assets by the Grantor is permitted hereunder or would result in any Margin Shortfall or Sell-Out Shortfall, and shall act solely on the instructions communicated to it via the Lender in respect of any such trading or withdrawal; and (iv) The Securities Intermediary and its successors and assigns shall be entitled to rely on the consents and agreements of the Grantor in this Section 4 as if such consents had been given directly to, and such agreements had been made directly with, such Securities Intermediary, successor or assign. (c) The Grantor shall deliver to the Lender (i) simultaneously with or prior to the execution and delivery of this Agreement, all certificates, if any, representing the Initial USX Shares and (ii) promptly upon the receipt thereof by or on behalf of the Grantor, all other certificates constituting USX Collateral. Prior to delivery to the Lender, all such certificates constituting USX Collateral shall be held in trust by the Grantor for the benefit of the Lender. All such certificates shall be delivered in suitable form for transfer by delivery and shall be accompanied by undated stock powers therefor, executed by the Grantor in blank and medallion guaranteed. (d) If the Grantor shall receive by virtue of its being or having been the owner of any USX Collateral, any (i) certificate, including any certificate representing a dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or other equity interests, stock splits, spin-off or split- off, promissory notes or other instruments; (ii) option or right, whether as an addition to, substitution for, or an exchange for, any USX Collateral or otherwise; (iii) dividends payable in securities; or (iv) distributions of securities in connection with a partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in surplus, then the Grantor shall receive such certificate, instrument, option, right or distribution in trust for the benefit of the Lender, shall segregate it from the Grantor’s other property and shall deliver it forthwith to the Lender in the exact form received together with any necessary endorsement and/or appropriate undated stock powers, executed by the Grantor in blank and medallion guaranteed to be held by the Lender as USX Collateral and as further collateral security for the Secured Obligations. (e) The Grantor authorizes the Lender to prepare and file such UCC or other applicable financing statements as may be reasonably deemed necessary by the Lender in order to perfect and protect the security interest created hereby in the Collateral.

Control of Collateral. (a) For the purpose of giving the Lender control over the Securities Accounts Account and in order to perfect the Lender’s security interests in the Collateral, the Grantor hereby consents to (x) the Securities Intermediary entering into a control agreement with the Lender (the “Control Agreement”) pursuant to which the Securities Intermediary agrees to accept and comply with entitlement orders and instructions from the Lender (or from any assignee or successor of the Lender) regarding the Securities Accounts Account without further consent of the Grantor, (y) the Securities Intermediary retitling any the Securities Account in the name of the Lender for the benefit of the Grantor to further perfect and evidence the Lender’s security interest in such the Securities Account granted pursuant to this Agreement and (z) the Securities Intermediary delivering to the Lender account statements, trade confirmations and any other information relating to the Securities AccountsAccount. Without limiting the foregoing, the Grantor acknowledges, consents and agrees that, pursuant to a control agreement (the “Control Agreement”) entered into by and between the Lender and the Securities Intermediary: (i) the Securities Intermediary will comply with entitlement orders originated by the Lender regarding the Securities Accounts Account without further consent from the Grantor. The Securities Intermediary will treat all assets credited to the Securities AccountsAccount, including money and credit balancesbalances and the Pledged Units, Pledged B Company Shares and Company Shares, and any and all Company Shares and Pledged B Company Shares resulting from any redemption, exchange or conversion of the Pledged Units, as financial assets for purposes of Article 8 of the N.Y. Uniform Commercial Code.; and (ii) in In order to enable the Grantor to trade certain Pledged Financial Assets in accordance with Section 2(b) above, the Securities Intermediary may comply with entitlement orders originated by the Grantor (or if so agreed by the Lender in its sole and absolute discretion, by an investment adviser designated by the Grantor and acceptable to the Lender) regarding any the Securities Account given, if applicable, in the manner set forth in Section 4(b)(iv) below, but only until such time that the Lender notifies the Securities Intermediary that the Lender is asserting exclusive control over such the Securities Account (a “Notice of Exclusive Control”). After the Securities Intermediary has received a Notice of Exclusive Control and has had a reasonable opportunity to comply, it will no longer comply with entitlement orders or instructions (including including, voting instructions) originated by the Grantor (or by any investment advisor designated by the Grantor) concerning the applicable Securities Account. After receipt of a Notice of Exclusive Control, the Securities Intermediary will comply solely with voting instructions from the Lender in respect of any Pledged Financial Assets. Notwithstanding the foregoing, however, and irrespective of whether it has received any Notice of Exclusive Control, the Grantor acknowledges and accepts that the Lender and the Securities Intermediary have procedures in place whereby any entitlement order originated by the Grantor (or by any investment advisor designated by the Grantor) to withdraw any Pledged Financial Assets from any the Securities Account, pay any money, free credit balance or other amount owing on any the Securities Account or trade any Pledged Financial Asset is subject to a process whereby the Lender assesses whether such withdrawal or trade would result in a Margin Shortfall Call or Sell-Out Shortfall, and if so, may instruct the Securities Intermediary not to honor such a request. For the avoidance of doubt, nothing in the foregoing shall in any way affect the limitation of liability of the Securities Intermediary contained in Section 4(b) below. (b) The Grantor further acknowledges, consents and agrees that: (i) To the extent that any provisions of this Agreement conflict with any provisions of the Grantor’s client agreements in respect of any the Securities Account, the provisions of this Agreement shall control; (ii) In respect of the Securities AccountsAccount, the Securities Intermediary shall not be held responsible for (x) any decline in the market value of any Collateral or the failure to notify the Lender or the Grantor thereof or (y) its failure to take any action or action taken by it with respect to any Collateral, including including, permitting the Lender to withdraw Collateral from any the Securities Account, or failing to permit the Grantor to trade within any the Securities Account or withdraw Collateral from any the Securities Account, except to the extent directly caused by the Securities Intermediary’s gross negligence or willful misconduct; (iii) Without limiting the generality of the foregoing, the Securities Intermediary shall have no responsibility for interpreting any of the provisions of this Agreement or determining whether any trading trading, redemption, exchange, conversion or withdrawal of Pledged Financial Assets by the Grantor is permitted hereunder or would result in any Margin Shortfall Call or Sell-Out Shortfall, and shall act solely on the instructions communicated to it via the Lender in respect of any such trading or withdrawal; and; (iv) The Securities Intermediary and its successors and assigns shall be entitled to rely on the consents and agreements of the Grantor in this Section 4 as if such consents had been given directly to, and such agreements had been made directly with, such Securities Intermediary, successor or assign; and (v) Early withdrawal penalties may apply for any withdrawal of any certificate of deposit that comprises the Collateral prior to maturity, even if such withdrawal occurs as a result of the Lender exercising rights and remedies with respect to the Collateral as provided in this Agreement. (c) The Grantor shall deliver to the Lender further acknowledges, consents and agrees that: (i) simultaneously with or prior Notwithstanding anything to the execution contrary in this Agreement, the LLC Agreement or the Pledged Company Documents, the Grantor shall not seek to redeem, exchange or convert all or any portion of the Pledged Units into Company Shares or the Cash Amount without the prior written consent of the Lender in its sole and delivery absolute discretion. (ii) The Lender may, without the Grantor’s consent, exercise all redemption, exchange and conversion rights of the Grantor under the Pledged Company Documents, either in the name of the Grantor or in its own name or the name of its designee, in accordance with and subject to the terms of this Agreement, all certificates, if any, representing the Initial USX Shares Pledged Company Documents and (ii) promptly upon the receipt thereof by or on behalf of the Grantor, all other certificates constituting USX Collateral. Prior to delivery to the Lender, all such certificates constituting USX Collateral shall be held in trust by the Grantor for the benefit of the Lender. All such certificates shall be delivered in suitable form for transfer by delivery and shall be accompanied by undated stock powers therefor, executed by the Grantor in blank and medallion guaranteedAcknowledgment Agreement. (d) If the Grantor shall receive by virtue of its being or having been the owner of any USX Collateral, any (i) certificate, including any certificate representing a dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or other equity interests, stock splits, spin-off or split- off, promissory notes or other instruments; (ii) option or right, whether as an addition to, substitution for, or an exchange for, any USX Collateral or otherwise; (iii) dividends payable in securities; or (iv) distributions of securities in connection with a partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in surplus, then the Grantor shall receive such certificate, instrument, option, right or distribution in trust for the benefit of the Lender, shall segregate it from the Grantor’s other property and shall deliver it forthwith to the Lender in the exact form received together with any necessary endorsement and/or appropriate undated stock powers, executed by the Grantor in blank and medallion guaranteed to be held by the Lender as USX Collateral and as further collateral security for the Secured Obligations. (e) The Grantor authorizes the Lender to prepare and file such UCC or other applicable financing statements as may be reasonably deemed necessary by the Lender in order to perfect and protect the security interest created hereby in the Collateral.

Control of Collateral. (a) For the purpose of giving the Lender control over the Securities Accounts Account and in order to perfect the Lender’s security interests in the Collateral, the Grantor hereby consents to (x) the Securities Intermediary entering into a control agreement with the Lender (the “Control Agreement”) Secured Party pursuant to which the Securities Intermediary agrees to accept and comply with entitlement orders and instructions from the Lender (or from any assignee or successor of the Lender) regarding the Securities Accounts Account without further consent of the Grantor, (y) the Securities Intermediary retitling any the Securities Account in the name of the Lender for the benefit of the Grantor to further perfect and evidence the Lender’s security interest in such the Securities Account granted pursuant to this Agreement and (z) the Securities Intermediary delivering to the Lender account statements, trade confirmations and any other information relating to the Securities AccountsAccount. Without limiting the foregoing, the Grantor acknowledges, consents and agrees that, pursuant to a control agreement (the “Control Agreement”) entered into by and between the Lender and the Securities Intermediary: (i) the Securities Intermediary will comply with entitlement orders originated by the Lender regarding the Securities Accounts Account without further consent from the Grantor. The Securities Intermediary will treat all assets credited to the Securities AccountsAccount, including money and credit balancesbalances and the Pledged OP Units and any and all REIT Shares resulting from any redemption, exchange or conversion of the Pledged OP Units as financial assets for purposes of Article 8 of the N.Y. Uniform Commercial Code. (ii) in In order to enable the Grantor to trade certain Pledged Financial Assets in accordance with Section 2(b) above, subject to the terms and conditions of the Consent and Agreement, the Securities Intermediary may comply with entitlement orders originated by the Grantor (or if so agreed by the Lender in its sole and absolute discretion, by an investment adviser designated by the Grantor and acceptable to the Lender) regarding any the Securities Account given, if applicable, in the manner set forth in Section 4(b)(iv) below, but only until such time that the Lender notifies the Securities Intermediary that the Lender is asserting exclusive control over such the Securities Account (a “Notice of Exclusive Control”)Account. After the Securities Intermediary has received a Notice notice of Exclusive Control exclusive control and has had a reasonable opportunity to comply, it will no longer comply with entitlement orders or instructions (including without limitation voting instructions) originated by the Grantor (or by any investment advisor designated by the Grantor) concerning the applicable Securities Account. After receipt of a Notice notice of Exclusive Controlexclusive control, the Securities Intermediary will comply with voting instructions from the Lender in respect of any Pledged Financial Assets. Notwithstanding the foregoing, however, and irrespective of whether it has received any Notice notice of Exclusive Controlexclusive control, the Grantor acknowledges and accepts that the Lender and the Securities Intermediary have procedures in place whereby any entitlement order originated by the Grantor (or by any investment advisor designated by the Grantor) to withdraw any Pledged Financial Assets from any the Securities Account, pay any money, free credit balance or other amount owing on any the Securities Account or trade any Pledged Financial Asset is subject to a process whereby the Lender Lender, assesses whether such withdrawal or trade would result in a Margin Shortfall or Sell-Out Shortfall, and if so, may instruct the Securities Intermediary not to honor such a request. For the avoidance of doubt, nothing in the foregoing shall in any way affect the limitation of liability of the Securities Intermediary contained in Section 4(b) below.honor (b) The Grantor further acknowledges, consents and agrees that: (i) To the extent that any provisions of this Agreement conflict with any provisions of the Grantor’s client agreements in respect of any the Securities Account, the provisions of this Agreement shall control; (ii) In respect of the Securities AccountsAccount, the Securities Intermediary shall not be held responsible for (x) any decline in the market value of any Collateral or the failure to notify the Lender or the Grantor thereof or (y) its failure to take any action or action taken by it with respect to any Collateral, including including, without limitation, permitting the Lender Secured Party to withdraw Collateral from any the Securities Account, or failing to permit the Grantor Account Holder to trade within any the Securities Account or withdraw Collateral from any the Securities Account, except to the extent directly caused by the Securities Intermediary’s gross negligence or willful misconduct; (iii) Without limiting the generality of the foregoing, the Securities Intermediary shall have no responsibility for interpreting any of the provisions of this Agreement or determining whether any trading or withdrawal any redemption, exchange or conversion of Pledged Financial Assets Assets, Pledged OP Units or REIT Shares by the Grantor is permitted hereunder or would result in any Margin Shortfall or Sell-Out Shortfall, and shall act solely on the instructions communicated to it via the Lender in respect of any such trading or withdrawal; (iv) Until the Securities Intermediary ceases to be the clearing broker in respect of the Securities Account and the custodial function in respect of the Securities Account is transferred to another securities intermediary, all entitlement orders and any other instructions in respect of the Securities Account will be given to the Securities Intermediary; and (ivv) The Securities Intermediary and its successors and assigns shall be entitled to rely on the consents and agreements of the Grantor in this Section 4 as if such consents had been given directly to, and such agreements had been made directly with, such Securities Intermediary, successor or assign. (c) The Grantor shall deliver to the Lender further acknowledges, consents and agrees that: (i) simultaneously with or prior Notwithstanding the anything to the execution contrary in this Agreement, the Pledged Partnership Documents or the REIT Documents, the Grantor shall not seek to redeem, exchange or convert all or any portion of the Pledged OP Units into REIT Shares or the Cash Amount without the prior written consent of the Lender in its sole and delivery absolute discretion. (ii) The Lender may, without the Grantor’s consent, exercise all redemption exchange and conversion rights of the Grantor under the Pledged Partnership Documents, and the REIT Documents, either in the name of the Grantor or in its own name or the name of its designee, in accordance with and subject to the terms of this Agreement, all certificatesthe Pledged Partnership Documents, if anythe REIT Documents, representing the Initial USX Shares Credit Agreement and (ii) promptly upon the receipt thereof by or on behalf of the Grantor, all other certificates constituting USX Collateral. Prior to delivery to the Lender, all such certificates constituting USX Collateral shall be held in trust by the Grantor for the benefit of the Lender. All such certificates shall be delivered in suitable form for transfer by delivery Consent and shall be accompanied by undated stock powers therefor, executed by the Grantor in blank and medallion guaranteedAgreement. (d) If the Grantor shall receive by virtue of its being or having been the owner of any USX Collateral, any (i) certificate, including any certificate representing a dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or other equity interests, stock splits, spin-off or split- off, promissory notes or other instruments; (ii) option or right, whether as an addition to, substitution for, or an exchange for, any USX Collateral or otherwise; (iii) dividends payable in securities; or (iv) distributions of securities in connection with a partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in surplus, then the Grantor shall receive such certificate, instrument, option, right or distribution in trust for the benefit of the Lender, shall segregate it from the Grantor’s other property and shall deliver it forthwith to the Lender in the exact form received together with any necessary endorsement and/or appropriate undated stock powers, executed by the Grantor in blank and medallion guaranteed to be held by the Lender as USX Collateral and as further collateral security for the Secured Obligations. (e) The Grantor authorizes the Lender to prepare and file such UCC or other applicable financing statements as may be reasonably deemed necessary by the Lender in order to perfect and protect the security interest created hereby in the Collateral.

Control of Collateral. (a) For the purpose of giving the Lender control over the Pledged Shares and the Securities Accounts Account and in order to perfect the Lender’s security interests in the Collateral, the Grantor hereby consents to (w) Securities Intermediary acting as Lender’s agent to obtain control through delivery of the Pledged Shares and holding such Pledged Shares directly or through Securities Intermediary’s agent, (x) the Securities Intermediary entering into a control agreement with the Lender (the “Control Agreement”) Secured Party pursuant to which the Securities Intermediary agrees to accept and comply with entitlement orders and instructions from the Lender (or from any assignee or successor of the Lender) regarding the Pledged Shares and the Securities Accounts Account without further consent of the Grantor, but, in each case, only after the occurrence and during the continuance of (A) an Event of Default or (B) a Shortfall (y) the Securities Intermediary retitling any the Securities Account in the name of the Lender for the benefit of the Grantor to further perfect and evidence the Lender’s security interest in such the Securities Account granted pursuant to this Agreement and (z) the Securities Intermediary delivering to the Lender Lender, in addition to the Grantor, account statements, trade confirmations and any other information relating to the Pledged Shares and the Securities AccountsAccount. Without limiting the foregoing, the Grantor acknowledges, consents and agrees that, pursuant to a control agreement (the “Control Agreement”) entered into by and between the Lender Lender, the Securities Intermediary and the Securities IntermediaryIntroducing Broker: (i) the Securities Intermediary will comply with entitlement orders originated by the Lender regarding the Pledged Shares and the Securities Accounts Account without further consent from the GrantorGrantor but, in each case, only after the occurrence and during the continuance of (A) an Event of Default or (B) a Shortfall. The Securities Intermediary will treat all assets credited to the Securities AccountsAccount, including money and credit balances, as financial assets for purposes of Article 8 of the N.Y. Uniform Commercial Code. (ii) in In order to enable the Grantor to trade certain Pledged Financial Assets in accordance with Section 2(b) above, the Securities Intermediary may comply with entitlement orders originated by the Grantor (or if so agreed by the Lender in its sole and absolute discretion, by an investment adviser designated by the Grantor and acceptable to the LenderLender and the Securities Intermediary) regarding any the Securities Account given, if applicable, in the manner set forth in Section 4(b)(iv4(c)(iv) below, but only until such time that the Lender notifies the Securities Intermediary that the Lender is asserting exclusive control over such the Securities Account (a “Notice of Exclusive Control”)in accordance with this Agreement. After the Securities Intermediary has received a Notice notice of Exclusive Control exclusive control and has had a reasonable opportunity to comply, it will no longer comply with entitlement orders or instructions (including without limitation voting instructions) originated by the Grantor (or by any investment advisor designated by the Grantor) concerning the applicable Securities Account. After receipt of a Notice notice of Exclusive Controlexclusive control, the Securities Intermediary will comply with voting instructions from the Lender in respect of any Pledged Financial Assets. Notwithstanding the foregoing, however, and irrespective of whether it Grantor has received any Notice notice of Exclusive Controlexclusive control, the Grantor acknowledges and accepts that the Lender and the Securities Intermediary have procedures in place whereby any entitlement order originated by the Grantor (or by any investment advisor designated by the Grantor) to withdraw any Pledged Financial Assets from any the Securities Account, pay any money, free credit balance or other amount owing on any the Securities Account or trade any Pledged Financial Asset is subject to a process whereby the Lender assesses whether such withdrawal or trade would result in a Margin Shortfall or Sell-Out Shortfall, and if so, may instruct the Securities Intermediary not to honor such a request. For the avoidance of doubt, nothing in the foregoing shall in any way affect the limitation of liability of the Securities Intermediary contained in Section 4(b4(c) below. (b) The Secured Party acknowledges, consents and agrees that it will not deliver or assert entitlement orders unless authorized or permitted to do so pursuant to Section 11(a)(iii) or otherwise under the Loan Documents when an Event of Default or a Shortfall has occurred and is continuing. (c) The Grantor further acknowledges, consents and agrees that: (i) To the extent that any provisions of this Agreement conflict with any provisions of the Grantor’s client agreements in respect of any the Securities Account, the provisions of this Agreement shall control; (ii) In respect of the Securities AccountsAccount, the Securities Intermediary shall not be held responsible for (x) any decline in the market value of any Collateral or the failure to notify the Lender or the Grantor thereof or (y) its failure to take any action or action taken by it with respect to any Collateral, including including, without limitation, permitting the Lender Secured Party to withdraw Collateral from any the Securities Account, or failing to permit the Grantor to trade within any the Securities Account or withdraw Collateral from any the Securities Account, except to the extent constituting or directly caused by the Securities Intermediary’s gross negligence or willful misconduct; (iii) Without limiting the generality of the foregoing, the Securities Intermediary shall have no responsibility for interpreting any of the provisions of this Agreement or determining whether any trading or withdrawal of Pledged Financial Assets by the Grantor is permitted hereunder or would result in any Margin Shortfall or Sell-Out Shortfall, and shall act solely on the instructions communicated to it via the Lender Grantor in respect of any such trading or withdrawal; and (iv) The Securities Intermediary and its successors and assigns shall be entitled to rely on the consents and agreements of the Grantor in this Section 4 as if such consents had been given directly to, and such agreements had been made directly with, such Securities Intermediary, successor or assign. (c) The Grantor shall deliver to the Lender (i) simultaneously with or prior to the execution and delivery of this Agreement, all certificates, if any, representing the Initial USX Shares and (ii) promptly upon the receipt thereof by or on behalf of the Grantor, all other certificates constituting USX Collateral. Prior to delivery to the Lender, all such certificates constituting USX Collateral shall be held in trust by the Grantor for the benefit of the Lender. All such certificates shall be delivered in suitable form for transfer by delivery and shall be accompanied by undated stock powers therefor, executed by the Grantor in blank and medallion guaranteed. (d) If the Grantor shall receive by virtue of its being or having been the owner of any USX Collateral, any (i) certificate, including any certificate representing a dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or other equity interests, stock splits, spin-off or split- off, promissory notes or other instruments; (ii) option or right, whether as an addition to, substitution for, or an exchange for, any USX Collateral or otherwise; (iii) dividends payable in securities; or (iv) distributions of securities in connection with a partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in surplus, then the Grantor shall receive such certificate, instrument, option, right or distribution in trust for the benefit of the Lender, shall segregate it from the Grantor’s other property and shall deliver it forthwith to the Lender in the exact form received together with any necessary endorsement and/or appropriate undated stock powers, executed by the Grantor in blank and medallion guaranteed to be held by the Lender as USX Collateral and as further collateral security for the Secured Obligations. (e) The Grantor authorizes the Lender to prepare and file such UCC or other applicable financing statements as may be reasonably deemed necessary by the Lender in order to perfect and protect the security interest created hereby in the Collateral.