Common use of Delivery and Control of Security Collateral Clause in Contracts

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, at any time, to (i) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a). In addition, the Collateral Agent shall have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to one or more of the applicable Securities Accounts or the Collateral Account. (f) Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (ai) All certificates representing or evidencing the Pledged Equity and (ii) all instruments representing or evidencing Security Collateral the Pledged Debt (excluding, unless an Event of Default has occurred and is continuing, Pledged Debt in an aggregate principal amount not in excess of $2,500,000 in principal amount individually 1,000,000), shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto (unless the Noteholder Collateral Agent is granted a prior security interest in such certificates or instruments and the same are required to be delivered to the Noteholder Collateral Agent pursuant to the Intercreditor Agreement) and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon During the occurrence and during the continuance continuation of an Event of Default, and after the Senior Secured Notes Obligations Termination Date with respect to all Noteholder First Lien Collateral, the Collateral Agent shall have the right, at any timetime in its discretion and without notice to any Grantor, to (i) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a11(a). In addition, (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Security Collateral consisting of financial assets credited to any Securities Account to Security Collateral consisting of financial assets held directly by the Collateral Agent shall have the right upon the occurrence Agent, and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to one or more of the applicable any Securities Accounts or the Collateral Account. (fb) Upon Each Grantor acknowledges and agrees that (i) to the request extent each interest in any limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder is a “security” within the meaning of Article 8 of the UCC and is governed by Article 8 of the UCC, such interest shall be certificated and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate. Each Grantor further acknowledges and agrees that with respect to any interest in any limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder that is not a “security” within the meaning of Article 8 of the UCC, such Grantor shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the UCC, nor shall such interest be represented by a certificate, unless such Grantor provides prior written notification to the Collateral Agent upon of such election and such interest is thereafter represented by a certificate that is promptly delivered to the occurrence Collateral Agent pursuant to the terms hereof (unless the Noteholder Collateral Agent is granted a prior security interest in such certificated interest and during the continuance same are required to be delivered to the Noteholder Collateral Agent pursuant to the Intercreditor Agreement). (c) With respect to any Security Collateral that constitutes an uncertificated security that has an individual par value equal to or exceeding $1,000,000 in which any Grantor has any right, title or interest, such Grantor will promptly notify the Collateral Agent thereof. During the continuation of an Event of Default, each with respect to any Security Collateral in which any Grantor has any right, title or interest, such Grantor will notify each such issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder. (d) Except for checks payable to a Grantor constituting an Instrument and deposited in accordance with the terms of the Credit Agreement and as otherwise set forth herein, if any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, certificated security or Chattel Paper (other than Electronic Chattel Paper), such Instrument, certificated security or Chattel Paper shall be promptly delivered to the Collateral Agent (unless the Noteholder Collateral Agent is granted a prior security interest in such Collateral and the same are required to be delivered to the Noteholder Collateral Agent for the benefit of the Secured Parties pursuant to the Intercreditor Agreement), duly endorsed in a manner reasonably satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Agreement, provided that, unless an Event of Default has occurred and is continuing, the Grantors shall not be required to deliver the same pursuant to this clause (d) to the extent that the aggregate value of the Collateral referred to in this clause (d) not so delivered does not exceed $1,000,000.

Delivery and Control of Security Collateral. (a) All Except as otherwise permitted by Section 4(f), all certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually owned by the Grantors shall be delivered to and held by or on behalf of the Collateral Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Administrative Agent. Upon The Administrative Agent shall have the right, at any time from and after the occurrence and during the continuance of an Event of Default and without notice to any Grantor, to transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Security Collateral. In addition, the Administrative Agent shall have the right, at any time from and after the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, at any time, to (i) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that . Also, the Collateral Administrative Agent provides written notice to shall have the applicable Grantor. (b) Upon right, at any time from and after the occurrence and during the continuance of an Event of Default, promptly upon to convert Security Collateral consisting of financial assets credited to a Securities Account to Security Collateral consisting of financial assets held directly by the request Administrative Agent, and to convert Security Collateral consisting of financial assets held directly by the Administrative Agent to Security Collateral Agentconsisting of financial assets credited to a Securities Account. (b) Except as otherwise permitted by Section 4(f), with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, the relevant such Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Collateral Administrative Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Administrative Agent. With respect to any Pledged Equity in which any Grantor has any right, title or interest and that is not an uncertificated security, upon the request of the Administrative Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon after the occurrence and during the continuance of an Event of Default, such Grantor will notify each issuer of such Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder. (c) Except as otherwise permitted by Section 4(f), with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement as to which the Administrative Agent shall have is not the right securities intermediary, such Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Administrative Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit C hereto or otherwise in form and substance reasonably satisfactory to register the Administrative Agent (such agreement being a “Security Control Agreement”). (d) Except as otherwise permitted by Section 4(f), no Grantor will change or add any securities intermediary that maintains any securities account in the name which any of the Collateral Agent is credited or carried, or change or add any such securities account, in each case without first complying with the above provisions of its nominees any or all of this Section 4 in order to perfect the Security security interest granted hereunder in such Collateral, subject only to the revocable rights specified in Section 14(a). In addition, the Collateral Agent shall have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to one or more of the applicable Securities Accounts or the Collateral Account. (fe) Upon the request of the Collateral Administrative Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder Pledged Debt that such Security Collateral Pledged Debt is subject to the security interest granted hereunder. (f) Notwithstanding anything to the contrary herein, no Grantor shall have any obligation to comply with the requirements of Section 4(a) through (d) unless all Security Collateral in which the Grantors have any right, title or interest has an aggregate fair market value in excess of $25,000,000 (the “Securities Value Condition”), and no Grantor shall have any obligation to comply with the requirements of Section 4(a) through (d) until 30 days have passed since the satisfaction of the Securities Value Condition, whereupon the Grantors shall be required to comply with the requirements of Section 4(a) through (d); provided, however, the Grantors shall be permitted not to comply with the requirements of Section 4(a) through (d) in respect of a portion of the Securities Collateral with an aggregate fair market value not in excess of $25,000,000.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon At any time upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, at any time, to a Default under Section 7.01(a) or (if) transfer to or to register in the name of the Collateral Agent Credit Agreement, or any of its nominees any or all of the Security Collateral and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written notice to the applicable Grantor. (b) Upon upon the occurrence and during the continuance of an Event of Default, promptly upon in its sole discretion and without notice to any Grantor, the request Administrative Agent shall have the right at any time to convert Security Collateral consisting of financial assets credited to the Securities Account to Security Collateral consisting of financial assets held directly by the Administrative Agent, with and to convert Security Collateral consisting of financial assets held directly by the Administrative Agent to Security Collateral consisting of financial assets credited to the Securities Account. (b) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated securitya security entitlement, the relevant such Grantor will use commercially reasonable efforts to cause the issuer thereof securities intermediary with respect to such security entitlement either (i) to register identify in its records the Collateral Administrative Agent as the registered owner entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in writing with such Grantor and the Collateral Administrative Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer securities intermediary will comply with instructions with respect entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Administrative Agent without further consent of such Grantor, such agreement to be in substantially the form of Exhibit D hereto or otherwise in form and substance reasonably satisfactory to the Collateral Administrative Agent (such agreement being an “Uncertificated Security Control Agreement”a "SECURITIES ACCOUNT CONTROL AGREEMENT"). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request No Grantor will change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the Collateral Agentis credited or carried, with respect to the Securities Accounts and or change or add any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply account or commodity account, in each case without first complying with entitlement orders originated by the Collateral Agent without further consent above provisions of this Section 4 in order to perfect the security interest granted hereunder in such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”)Collateral. (d) Upon The Administrative Agent hereby agrees with the occurrence and during the continuance of an Event of DefaultGrantors that, promptly upon the request unless a Default under Section 7.01(a) or (f) of the Collateral AgentCredit Agreement has occurred and is continuing, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a). In addition, the Collateral Agent shall have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets held directly by has occurred, the Collateral Administrative Agent to Security Collateral consisting of financial assets credited to one or more of shall not issue instructions under the applicable Securities Accounts or the Collateral AccountAccount Control Agreement. (f) Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Administrative Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral The Administrative Agent shall have the right, at any time, to (i) transfer to or to register time in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral discretion and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written without notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a15(a). For the better perfection of the Administrative Agent’s rights in and to the Security Collateral, each Grantor shall forthwith, upon the pledge hereunder of any Security Collateral in which it has any right, title or interest, cause such Security Collateral to be registered in the name of the Administrative Agent or such of its nominees as the Administrative Agent shall direct, subject only to the revocable rights specified in Section 15(a). In addition, the Collateral Administrative Agent shall have the right upon at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. Also, the occurrence Administrative Agent shall have the right at any time to convert Security Collateral consisting of financial assets credited to the Securities Accounts to Security Collateral consisting of financial assets held directly by the Administrative Agent, and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets held directly by the Collateral Administrative Agent to Security Collateral consisting of financial assets credited to one the Securities Accounts. (b) With respect to any Security Collateral in which any Grantor has any right, title or more interest and that constitutes an uncertificated security, such Grantor will cause the issuer thereof either (i) to register the Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Administrative Agent. With respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, upon the request of the applicable Administrative Agent, such Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder. (c) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement in which the Administrative Agent is not the entitlement holder, such Grantor will, subject to Section 5.01(r)(iii) of the Credit Agreement, cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Administrative Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit D hereto or otherwise in form and substance satisfactory to the Administrative Agent (such agreement being a “Securities Accounts Account Control Agreement”). (d) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a commodity contract, such Grantor shall cause the commodity intermediary with respect to such commodity contract to agree in an authenticated record with such Grantor and the Administrative Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Administrative Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit E hereto or otherwise in form and substance satisfactory to the Administrative Agent (such agreement being a “Commodity Account Control Agreement”, and all such authenticated records, together with all Securities Account Control Agreements being, collectively, “Security Control Agreements”). (e) No Grantor will change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the Collateral Accountis credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the above provisions of this Section 4 in order to perfect the security interest granted hereunder in such Collateral. (f) Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of DefaultAdministrative Agent, each such Grantor will notify each such issuer of Security Collateral granted by it hereunder Pledged Debt that such Security Collateral Pledged Debt is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a1) All Subject to Section 5(i) below, all certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Administrative Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral The Administrative Agent shall have the right, at any time, to (i) transfer to or to register time in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral discretion and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written without notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a11(a). In addition, the Collateral Administrative Agent shall have the right right, upon the occurrence and during the continuance of an Event of Default at any time to convert exchange certificates or instruments representing or evidencing Security Collateral consisting for certificates or instruments of financial assets held directly smaller or larger denominations. (a) Subject to Section 5(i) below, with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will cause the issuer thereof either: (i) to register the Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Administrative Agent. With respect to any Security Collateral consisting of financial assets credited to one in which any Grantor has any right, title or more interest and that is not an uncertificated security, upon the request of the applicable Administrative Agent, such Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder. Each Grantor that is the issuer of any Security Collateral or Pledged Equity belonging to another Grantor acknowledges the security interest granted hereunder in such Security Collateral and will take the actions described above in this clause (b). (b) Subject to Section 5(i) below, with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement in which the Administrative Agent is not the entitlement holder, such Grantor will cause the securities intermediary with respect to such security entitlement either: (i) to identify in its records the Administrative Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Administrative Agent (such agreements together being the “Securities Accounts Account Control Agreements”). (c) Subject to Section 5(i) below, no Grantor will add any securities intermediary that maintains a Securities Account for such Grantor or open any new securities account with any then-existing securities intermediary unless: (i) the Collateral Administrative Agent shall have received at least 10 days’ prior written notice of such securities intermediary or such new Securities Account, and (ii) the Administrative Agent shall have received, in the case of a securities intermediary that is not the Administrative Agent, a Securities Account Control Agreement authenticated by such new securities intermediary and such Grantor, or a supplement to an existing Securities Account Control Agreement with such then-existing securities intermediary, covering such new Securities Account. No Grantor shall terminate any securities intermediary or terminate any Securities Account, except that a Grantor may terminate a Securities Account, and terminate a securities intermediary with respect to such Securities Account if it gives the Administrative Agent at least 10 days’ prior written notice of such termination. (d) Subject to Section 5(i) below, upon any termination by a Grantor of any Securities Account or any securities intermediary with respect thereto, such Grantor will immediately: (i) transfer all property held in such terminated Securities Account to another Securities Account, and (ii) notify all Obligors that were making payments to such Securities Account to make all future payments to another Securities Account, in each case so that the Administrative Agent shall have a continuously perfected security interest in such funds and property. (e) So long as no Event of Default shall have occurred and be continuing, each Grantor shall have sole right to direct the disposition of funds with respect to each of its Securities Accounts. (f) The Administrative Agent may transfer, direct the transfer of, or sell property credited to any Securities Account to satisfy the Grantor’s obligations under the Loan Documents and the Lender Contracts if an Event of Default shall have occurred and be continuing. (g) Upon the request of the Collateral Administrative Agent upon the occurrence and during the continuance of an Event of Default, each such Grantor will notify each such issuer of Security Collateral granted by it hereunder Pledged Debt that such Security Collateral Pledged Debt is subject to the security interest granted hereunder. (h) Clauses (a) through (e) above shall not be applicable to any Collateral except Pledged Equity constituting certificated securities prior to the occurrence of an Event of Default.

Delivery and Control of Security Collateral. (a) All certificates certificates, if any, representing or evidencing the Pledged Interests (other than Equity Interests of non-wholly owned Subsidiaries with a fair market value of less than $7,500,000) and all instruments representing or evidencing Security Collateral the Pledged Debt individually or in an aggregate principal amount together with all other such Pledged Debt in excess of $2,500,000 $ 7,500,000 (other than any short-term intercompany current liabilities incurred in principal amount individually the ordinary course of business and consistent with past practice in connection with the cash management operations of the Parent Borrower and its Restricted Subsidiaries) shall be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon During the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, at any time, to (i) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance continuation of an Event of Default, the Collateral Agent shall have the right at any time, in its discretion and without notice to any Grantor, to (i) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a10(a). In addition, (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations and (iii) convert Security Collateral consisting of Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Collateral Agent shall have the right upon the occurrence Agent, and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets Financial Assets held directly by the Collateral Agent to Security Collateral consisting of financial assets Financial Assets credited to one or more of the applicable any Securities Accounts or the Collateral Account. (fb) Upon During the continuation of an Event of Default and after the Collateral Agent has given notice to the applicable Grantor of its intent to exercise remedies, with respect to any Security Collateral in which any Grantor has any right, title or interest and that (i) is not an uncertificated security, promptly upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of DefaultAgent, each such Grantor will notify each issuer of Security Pledged Interests that such Pledged Interests are subject to the security interests granted hereunder or (ii) is an uncertificated security, promptly upon the request of the Collateral granted Agent, such Grantor will cause the issuer thereof either (A) to (other than with respect to shares in Cayman XxxXx) register the Collateral Agent as the registered owner of such security or (B) to agree in an authenticated record with such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by it the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent. (c) Each Grantor agrees that to the extent each interest in any limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder is a “security” within the meaning of Article 8 of the UCC and is governed by Article 8 of the UCC, (i) such interest shall be certificated and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate. Each Grantor further acknowledges and agrees that with respect to any interest in any limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder that is not a “security” within the meaning of Article 8 of the UCC, such Security Grantor shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the UCC, nor shall such interest be represented by a certificate, unless such Grantor provides written notification to the Collateral Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Collateral Agent pursuant to the terms hereof. (d) During the continuation of an Event of Default and after the Collateral Agent has given notice to the applicable Grantor of its intent to exercise remedies, promptly upon the request of the Collateral Agent, such Grantor will notify each issuer of Pledged Debt that such Pledged Debt is subject to the security interest interests granted hereunder.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually or Account Collateral shall be delivered to and held by or on behalf of the Collateral Agent Trustee pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Trustee. For the better perfection of the Trustee's rights in and to the Security Collateral Agent. Upon and the occurrence and during Account Collateral, each Grantor shall forthwith, upon the continuance pledge of an Event of Defaultany Security Collateral or Account Collateral hereunder (other than deposit accounts), the cause such Security Collateral Agent shall have the right, at any time, or Account Collateral to (i) transfer to or to register be registered in the name of the Collateral Agent Trustee or any such of its nominees any or all of the Security Collateral and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent Trustee shall have the right to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateraldirect, subject only to the revocable rights specified in Section 14(a). In addition, the Collateral Agent Trustee shall have the right upon the occurrence and during the continuance of an Event of Default at any time to convert exchange certificates or instruments representing or evidencing Security Collateral consisting or Account Collateral for certificates or instruments of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to one smaller or more of the applicable Securities Accounts or the Collateral Accountlarger denominations. (fb) Upon With respect to any Security Collateral that constitutes a security and is not represented or evidenced by a certificate or an instrument, each Grantor, at the request of the Trustee, shall cause the issuer thereof either (i) to register the Trustee as the registered owner of such security or (ii) to agree in writing with such Grantor and the Trustee that such issuer will comply with instructions with respect to such security originated by the Trustee without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Trustee. (c) With respect to any Security Collateral Agent upon the occurrence and during the continuance of an Event of Defaultthat constitutes a security entitlement, each Grantor, at the request of the Trustee, shall cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Trustee as having such security entitlement against such securities intermediary or (ii) to agree in writing with such Grantor and the Trustee that such securities intermediary will notify each issuer comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Trustee without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Trustee. (d) With respect to any Security Collateral granted by it hereunder that constitutes a securities account, each Grantor, at the request of the Trustee, will, in the case of a securities account, comply with subsection (c) of this Section 4 with respect to all security entitlements carried in such Security Collateral is subject to the security interest granted hereundersecurities account.

Delivery and Control of Security Collateral. (a) All certificates representing or evidencing the Pledged Equity and all instruments representing or evidencing Security Collateral the Pledged Debt in an aggregate principal amount in excess of $2,500,000 in principal amount individually 7,500,000 shall be delivered to and held by or on behalf of the Collateral Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Administrative Agent. Upon During the occurrence and during the continuance continuation of an Event of Default, the Collateral Administrative Agent shall have the right, at any timetime in its discretion and without notice to any Grantor, to (i) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a11(a). In addition, (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Security Collateral consisting of Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Collateral Agent shall have the right upon the occurrence Administrative Agent, and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets Financial Assets held directly by the Collateral Administrative Agent to Security Collateral consisting of financial assets Financial Assets credited to one or more of the applicable any Securities Accounts or the Collateral Account. (fb) Upon Promptly upon the request of the Administrative Agent, with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security of a Subsidiary, such Grantor will cause the issuer thereof either (i) to register the Administrative Agent upon as the occurrence registered owner of such security or (ii) to agree in an authenticated record with such Grantor and during the continuance Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Administrative Agent. During the continuation of an Event of Default, each with respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Security Collateral granted by it hereunder Pledged Equity that such Security Collateral Pledged Equity is subject to the security interest granted hereunder. (c) During the continuation of an Event of Default, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) All ------------------------------------------- existing certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent and shall deliver to the Grantor on or prior to the Closing Date acknowledgment of such delivery and receipt of such certificates. To the extent any certificate or instrument representing Security Collateral is in the possession of Citibank, Citibank shall cause such certificate or instrument to be delivered to the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the The Collateral Agent shall have the right, at any time, to (i) transfer to or to register time in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral discretion and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written without notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a16(a). In addition, the Collateral Agent shall have the right upon at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. Also, if a Default has occurred and is continuing, the occurrence Collateral Agent shall have the right at any time to convert Security Collateral consisting of financial assets credited to the Securities Account to Security Collateral consisting of financial assets held directly by the Collateral Agent, and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to one or more of the applicable Securities Accounts or the Collateral Account. (fb) Upon the With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will, upon request of the Collateral Agent, cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in writing with such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Collateral Agent. (c) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement, such Grantor will, upon request of the occurrence Collateral Agent, cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in writing with such Grantor and during the continuance Collateral Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of an Event the financial asset to which such Grantor has a security entitlement) originated by the Collateral Agent without further consent of Defaultsuch Grantor, each such agreement to be in form and substance satisfactory to the Collateral Agent (such agreement being a "Securities Account Control Agreement"). (d) No Grantor will notify each issuer change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of Security Collateral granted by it hereunder that such Security the Collateral is subject credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the above provisions of this Section 5 in order to perfect the security interest granted hereunderhereunder in such Collateral.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Administrative Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral The Administrative Agent shall have the right, at any time, to (i) transfer to or to register time in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral discretion and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written without notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a15(a). For the better perfection of the Administrative Agent's rights in and to the Security Collateral, each Grantor shall forthwith, upon the pledge hereunder of any Security Collateral in which it has any right, title or interest, cause such Security Collateral to be registered in the name of the Administrative Agent or such of its nominees as the Administrative Agent shall direct, subject only to the revocable rights specified in Section 15(a). In addition, the Collateral Administrative Agent shall have the right upon at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. Also, the occurrence Administrative Agent shall have the right at any time to convert Security Collateral consisting of financial assets credited to the Securities Accounts to Security Collateral consisting of financial assets held directly by the Administrative Agent, and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets held directly by the Collateral Administrative Agent to Security Collateral consisting of financial assets credited to one the Securities Accounts. (b) With respect to any Security Collateral in which any Grantor has any right, title or more interest and that constitutes an uncertificated security, such Grantor will cause the issuer thereof either (i) to register the Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Administrative Agent. With respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, upon the request of the applicable Administrative Agent, such Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder. (c) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement in which the Administrative Agent is not the entitlement holder, such Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Administrative Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit D hereto or otherwise in form and substance satisfactory to the Administrative Agent (such agreement being a "SECURITIES ACCOUNT CONTROL AGREEMENT"). (d) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a commodity contract, such Grantor shall cause the commodity intermediary with respect to such commodity contract to agree in an authenticated record with such Grantor and the Administrative Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Administrative Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit E hereto or otherwise in form and substance satisfactory to the Administrative Agent (such agreement being a "COMMODITY ACCOUNT CONTROL AGREEMENT", and all such authenticated records, together with all Securities Accounts Account Control Agreements being, collectively, "SECURITY CONTROL AGREEMENTS"). (e) No Grantor will change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the Collateral Accountis credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the above provisions of this Section 4 in order to perfect the security interest granted hereunder in such Collateral. (f) Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of DefaultAdministrative Agent, each such Grantor will notify each such issuer of Security Collateral granted by it hereunder Pledged Debt that such Security Collateral Pledged Debt is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, at any time, to (i) transfer to or to register time in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral discretion and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written without notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a15(a). In addition, the Collateral Agent shall have the right upon the occurrence and during the continuance of an Event of Default Default, the Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall also have the right at any time to convert Security Collateral consisting of financial assets credited to the Securities Account to Security Collateral consisting of financial assets held directly by the Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to one the Securities Account. (b) With respect to any Security Collateral in which any Grantor has any right, title or more interest and that constitutes an uncertificated security, such Grantor will cause the issuer thereof (or, if the issuer thereof is not a Subsidiary of such Grantor, use commercially reasonable efforts to cause the issuer thereof) either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Collateral Agent. With respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, upon the request of the applicable Securities Accounts Collateral Agent upon the occurrence and during the continuance of an Event of Default, such Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder. Table of Contents (c) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement in which the Collateral AccountAgent is not the entitlement holder, except for any such Security Collateral that is subject to a Lien permitted under any of clauses (b), (e), (f), (h), (m), (n), (p) or (q) of Section 7.01 of the Credit Agreement, such Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Collateral Agent (such agreement being a “Securities Account Control Agreement”). (d) No Grantor will change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the Collateral is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the above provisions of this Section 4 in order to perfect the security interest granted hereunder in such Collateral. (f) Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of Default, each such Grantor will notify each such issuer of Security Collateral granted by it hereunder Pledged Debt that such Security Collateral Pledged Debt is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, at any time, to (i) transfer to or to register time in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral discretion and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written without notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a15(a). In addition, the Collateral Agent shall have the right upon the occurrence and during the continuance of an Event of Default Default, the Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall also have the right at any time to convert Security Collateral consisting of financial assets credited to the Securities Account to Security Collateral consisting of financial assets held directly by the Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to one or more of the applicable Securities Accounts or the Collateral Account. (fb) Upon With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will cause the issuer thereof (or, if the issuer thereof is not a Subsidiary of such Grantor, use commercially reasonable efforts to cause the issuer thereof) either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Collateral Agent. With respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of Default, each such Grantor will notify each such issuer of Security Collateral granted by it hereunder Pledged Equity that such Security Collateral Pledged Equity is subject to the security interest granted hereunder. (c) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement in which the Collateral Agent is not the entitlement holder, except for any such Security Collateral to which a Lien permitted under any of clauses (b), (e), (f), (h), (n) or (p) of Section 7.01 of the Credit Agreement has attached, such Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Collateral Agent (such agreement being a "SECURITIES ACCOUNT CONTROL AGREEMENT"). (d) No Grantor will change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the Collateral is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the above provisions of this Section 4 in order to perfect the security interest granted hereunder in such Collateral.

Delivery and Control of Security Collateral. (a) 4.1. All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the The Collateral Agent shall have the right, right at any time, time to (i) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with 4.2. With respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof thereof, at the reasonable request of the Collateral Agent, either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with 4.3. With respect to the Securities Accounts Account and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor Grantor, at the reasonable request of the Collateral Agent, will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the 4.4. The Collateral Agent shall have the right right, at any time in its discretion and without notice to any Grantor, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a12(a). In addition, the Collateral Agent shall have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to one or more of the applicable Securities Accounts or the Collateral Account. (f) 4.5. Upon the reasonable request of the Collateral Agent upon the occurrence and during the continuance of an Event of DefaultAgent, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Administrative Agent. Upon The Administrative Agent shall have the right, upon the occurrence and during the continuance of an Event of a Default, the Collateral Agent shall have the right, at without notice to any timeGrantor, to (i) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a15(a). In addition, (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Security Collateral consisting of financial assets credited to the Securities Account to Security Collateral Agent shall have consisting of financial assets held directly by the right upon the occurrence Administrative Agent, and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets held directly by the Collateral Administrative Agent to Security Collateral consisting of financial assets credited to one or more of the applicable Securities Accounts or the Collateral Account. (fb) Upon With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will cause the request issuer thereof to agree in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Administrative Agent. (c) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement in which the Administrative Agent is not the entitlement holder, such Grantor will cause the securities intermediary with respect to such security entitlement to agree in an authenticated record with such Grantor and the Administrative Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit D hereto or otherwise in form and substance satisfactory to the Administrative Agent (such agreement being a "Securities Account Control Agreement"). (d) No Grantor will change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the Collateral Agent upon is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the occurrence and during the continuance above provisions of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject this Section 4 in order to perfect the security interest granted hereunderhereunder in such Collateral.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the The Collateral Agent shall have the right, at any time, after and during the continuance of a Default, in its discretion and without notice to (i) any Grantor, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral. In addition, after and during the continuance of a Default, the Collateral and (ii) Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that . Also, the Collateral Agent provides written notice shall have the right at any time to convert Security Collateral consisting of financial assets credited to any securities account to Security Collateral consisting of financial assets held directly by the applicable GrantorCollateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to any securities account. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, the relevant such Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”)Agent. (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to the Securities Accounts and any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediaryentitlement, the relevant such Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of (that is, notifications communicated to such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request securities intermediary directing transfer or redemption of the Collateral Agent, with respect financial asset to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, which such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (ihas a security entitlement) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity "Securities Account Control Agreement”"). (ed) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to No Grantor will change or to register add any securities intermediary that maintains any securities account in the name which any of the Collateral Agent is credited or carried, or change or add any such securities account, in each case without first complying with the above provisions of its nominees any or all of the Security Collateral, subject only this Section 5 in order to the revocable rights specified in Section 14(a). In addition, the Collateral Agent shall have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to one or more of the applicable Securities Accounts or the Collateral Account. (f) Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to perfect the security interest granted hereunderhereunder in such Collateral.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually or Account Collateral shall be delivered to and held by or on behalf of the Collateral Agent Trustee pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Trustee. For the better perfection of the Trustee’s rights in and to the Security Collateral Agent. Upon and the occurrence and during Account Collateral, each Grantor shall forthwith, upon the continuance pledge of an Event of Defaultany Security Collateral or Account Collateral hereunder (other than deposit accounts), the cause such Security Collateral Agent shall have the right, at any time, or Account Collateral to (i) transfer to or to register be registered in the name of the Collateral Agent Trustee or any such of its nominees any or all of the Security Collateral and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent Trustee shall have the right to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateraldirect, subject only to the revocable rights specified in Section 14(a). In addition, the Collateral Agent Trustee shall have the right upon the occurrence and during the continuance of an Event of Default at any time to convert exchange certificates or instruments representing or evidencing Security Collateral consisting or Account Collateral for certificates or instruments of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to one smaller or more of the applicable Securities Accounts or the Collateral Accountlarger denominations. (fb) Upon With respect to any Security Collateral that constitutes a security and is not represented or evidenced by a certificate or an instrument, each Grantor, at the request of the Trustee, shall cause the issuer thereof either (i) to register the Trustee as the registered owner of such security or (ii) to agree in writing with such Grantor and the Trustee that such issuer will comply with instructions with respect to such security originated by the Trustee without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Trustee. (c) With respect to any Security Collateral Agent upon the occurrence and during the continuance of an Event of Defaultthat constitutes a security entitlement, each Grantor, at the request of the Trustee, shall cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Trustee as having such security entitlement against such securities intermediary or (ii) to agree in writing with such Grantor and the Trustee that such securities intermediary will notify each issuer comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Trustee without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Trustee. (d) With respect to any Security Collateral granted by it hereunder that constitutes a securities account, each Grantor, at the request of the Trustee, will, in the case of a securities account, comply with subsection (c) of this Section 4 with respect to all security entitlements carried in such Security Collateral is subject to the security interest granted hereundersecurities account.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the The Collateral Agent shall have the right, at any time, to (i) transfer to or to register time in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral discretion and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written without notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a). In addition, the Collateral Agent shall have the right upon at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. Also, the occurrence Collateral Agent shall have the right at any time to convert Security Collateral consisting of financial assets credited to the securities account to Security Collateral consisting of financial assets held directly by the Collateral Agent, and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to one or more of the applicable Securities Accounts or the Collateral Accountsecurities account. (fb) Upon With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will cause the request issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in writing with such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Collateral Agent. (c) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement, such Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in writing with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Agent without further consent of such Grantor, such agreement to be substantially in the form of Exhibit E attached hereto or otherwise in form and substance satisfactory to the Collateral Agent (such agreement being a "Securities Account Control Agreement"); provided, however, that with respect to any such Security Collateral existing as of the Effective Date, the Grantor shall take all actions required by this Section 4(c) on or prior to May 15, 2000. (d) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a commodity contract, such Grantor shall cause the commodity intermediary with respect to such commodity contract to agree in writing with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Collateral Agent (such agreement being a "Commodity Account Control Agreement", and all such agreements together with all Securities Account Control Agreements, being collectively, the "Control Agreements"). (e) No Grantor will change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the Collateral Agent upon is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the occurrence and during the continuance above provisions of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject this Section 4 in order to perfect the security interest granted hereunderhereunder in such Collateral.

Delivery and Control of Security Collateral. (a) All certificates representing or evidencing the Pledged Interests and all instruments representing or evidencing Security Collateral the Pledged Debt in an aggregate principal amount in excess of $2,500,000 in principal amount individually 7,500,000 shall be delivered to and held by or on behalf of the Collateral Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Administrative Agent. Upon During the occurrence and during the continuance continuation of an Event of Default, the Collateral Administrative Agent shall have the right, at any timetime in its discretion and without notice to any Grantor, to (i) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a11(a). In addition, (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Security Collateral consisting of Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Collateral Agent shall have the right upon the occurrence Administrative Agent, and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets Financial Assets held directly by the Collateral Administrative Agent to Security Collateral consisting of financial assets Financial Assets credited to one or more of the applicable any Securities Accounts or the Collateral Account. (fb) Upon Promptly upon the request of the Administrative Agent, with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security of a Subsidiary, such Grantor will cause the issuer thereof either (i) to register the Administrative Agent upon as the occurrence registered owner of such security or (ii) to agree in an authenticated record with such Grantor and during the continuance Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Administrative Agent. During the continuation of an Event of Default, each with respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Security Collateral granted by it hereunder Pledged Interests that such Security Collateral Pledged Interests is subject to the security interest granted hereunder. (c) During the continuation of an Event of Default, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) All certificates representing or evidencing the Pledged Equity and all instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually the Pledged Debt shall be delivered to and held by or on behalf of the Collateral Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Administrative Agent. Upon During the occurrence and during the continuance continuation of an Event of DefaultDefault and subject to Section 4(c), the Collateral Administrative Agent shall have the right, at any timetime in its discretion and without notice to any Grantor, to (i) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a10(a). In addition, (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Security Collateral consisting of Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Collateral Agent shall have the right upon the occurrence Administrative Agent, and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets Financial Assets held directly by the Collateral Administrative Agent to Security Collateral consisting of financial assets Financial Assets credited to one or more of the applicable any Securities Accounts or the Collateral Account. (fb) Upon During the continuation of an Event of Default and subject to Section 4(c), promptly upon the request of the Administrative Agent, with respect to any Security Collateral Agent upon the occurrence in which any Grantor has any right, title or interest and during the continuance of that constitutes an Event of DefaultUncertificated Security, each such Grantor will notify each cause the issuer thereof either (i) to register the Administrative Agent as the registered owner of such Security Collateral granted by it hereunder or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such Security Collateral is subject originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the security interest granted hereunder.Administrative

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral (other than certificates and instruments referred to in Section 1(d)(vi) that do not represent Equity Interests of Subsidiaries and do not represent Security Collateral with a value in excess of $2,500,000 1,000,000 for any individual item of Security Collateral or $5,000,000 in principal amount individually the aggregate for all Security Collateral) shall be delivered to and held by or by a gratuitous bailee on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to accomplish the grant described herein. The Collateral Agent. Upon Agent or the occurrence and during the continuance bailee holding certificates on behalf of an Event of Default, the Collateral Agent shall have the right, right at any time, time to (i) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent or the bailee on behalf of the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent or the bailee on behalf of the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to the any Securities Accounts Account and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent or the bailee on behalf of the Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent or the bailee on behalf of the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent or the bailee on behalf of the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent or the bailee on behalf of the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right right, at any time in its discretion and without notice to any Grantor, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a). In addition, the Collateral Agent shall have the right upon the occurrence and during the continuance of an Event of Default Default, the Collateral Agent shall have the right at any time to convert Security Collateral consisting of financial assets credited to any Securities Account to Security Collateral consisting of financial assets held directly by the Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to one or more of the applicable any Securities Accounts or the Collateral Account. (fe) Upon the request of the Collateral Agent upon Following the occurrence and during the continuance of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder, including upon the request of the Collateral Agent. (f) Notwithstanding the foregoing, pursuant to the terms and conditions of Section 5.5 of the Intercreditor Agreement, the Intercreditor Agent (as defined in the Intercreditor Agreement) will hold the Collateral that is part of the Common Collateral (as defined in the Intercreditor Agreement) in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee for the Collateral Agent and any assignee solely for the purpose of perfecting the security interest granted in such Collateral pursuant to this Agreement.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and the Intercreditor and Subordination Agreements and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the The Collateral Agent shall have the right, at any time, to (i) transfer to or to register time in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral discretion and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written without notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a). In addition, the Collateral Agent shall have the right upon at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. Also, the occurrence Collateral Agent shall have the right at any time to convert Security Collateral consisting of financial assets credited to the securities account to Security Collateral consisting of financial assets held directly by the Collateral Agent, and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to one or more of the applicable Securities Accounts or the Collateral Accountsecurities account. (fb) Upon With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor shall cause the request issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in writing with such Grantor and the Collateral Agent that such issuer shall comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Collateral Agent. (c) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement, such Grantor shall cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in writing with such Grantor and the Collateral Agent that such securities intermediary shall comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Agent without further consent of such Grantor, such agreement to be substantially in the form of Exhibit E attached hereto or otherwise in form and substance satisfactory to the Collateral Agent (such agreement being a “Securities Account Control Agreement”). (d) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a commodity contract, such Grantor shall cause the commodity intermediary with respect to such commodity contract to agree in writing with such Grantor and the Collateral Agent that such commodity intermediary shall apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement,” and all such agreements together with all Securities Account Control Agreements, being collectively, the “Control Agreements”). (e) No Grantor shall change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the Collateral Agent upon is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the occurrence and during the continuance above provisions of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject this Section 4 in order to perfect the security interest granted hereunderhereunder in such Collateral.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon The Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, at any time, to (i) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a); provided that the exercise of any such rights by the Collateral Agent with respect to Pledged Shares or Pledged Debt issued by any HMO Subsidiary or Insurance Subsidiary shall be subject to obtaining the prior written approval of the applicable HMO Regulator or Insurance Regulator where such approval is required for the Collateral Agent to exercise such rights under the applicable Governmental Rules. In addition, the Collateral Agent shall have the right, upon the occurrence and (ii) during the continuance of an Event of Default, to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, the relevant such Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner owner, for the purpose of security, of such security or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”)Agent. (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to the Securities Accounts and any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediaryentitlement, the relevant such Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders (i.e., notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Agent without further consent of such Grantor, such agreement authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to the Commodities Accounts and any Security Collateral in which any Grantor has any right, title or interest and that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any timecontract, such Grantor will use commercially reasonable efforts to shall cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement authenticated record with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”, and all such authenticated records, together with all Securities Account Control Agreements being, collectively, “Control Agreements”). (e) Upon No Grantor will change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the occurrence and during Collateral is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the continuance above provisions of an Event of Default, this Section 4 in order to perfect the security interest granted hereunder in such Collateral. The Collateral Agent shall have the right not provide any directions to, or deliver any instructions or entitlement orders to transfer any issuer, securities intermediary or commodity intermediary pursuant to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in this Section 14(a). In addition, the Collateral Agent shall have the right upon the occurrence and during the continuance of 4 unless an Event of Default to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to one or more of the applicable Securities Accounts or the Collateral Account. (f) Upon the request of the Collateral Agent upon the occurrence has occurred and during the continuance of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder.is

Delivery and Control of Security Collateral. (a) All ------------------------------------------- certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the The Collateral Agent shall have the right, at any time, after and during the continuance of a Default, in its discretion and without notice to (i) any Grantor, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral. In addition, after and during the continuance of a Default, the Collateral and (ii) Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that . Also, the Collateral Agent provides written notice shall have the right at any time to convert Security Collateral consisting of financial assets credited to any securities account to Security Collateral consisting of financial assets held directly by the applicable GrantorCollateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to any securities account. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, the relevant such Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”)Agent. (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to the Securities Accounts and any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediaryentitlement, the relevant such Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of (that is, notifications communicated to such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request securities intermediary directing transfer or redemption of the Collateral Agent, with respect financial asset to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, which such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (ihas a security entitlement) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity "Securities Account Control Agreement”"). (ed) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to No Grantor will change or to register add any securities intermediary that maintains any securities account in the name which any of the Collateral Agent is credited or carried, or change or add any such securities account, in each case without first complying with the above provisions of its nominees any or all of the Security Collateral, subject only this Section 5 in order to the revocable rights specified in Section 14(a). In addition, the Collateral Agent shall have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to one or more of the applicable Securities Accounts or the Collateral Account. (f) Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to perfect the security interest granted hereunderhereunder in such Collateral.

Delivery and Control of Security Collateral. (a) All certificates representing or evidencing the Pledged Equity and all instruments representing or evidencing Security Collateral the Pledged Debt in an aggregate principal amount in excess of $2,500,000 in principal amount individually 2,000,000 shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon During the occurrence and during the continuance continuation of an Event of DefaultDefault and subject to Section 2.04(c), the Collateral Agent shall have the right, at any timetime in its discretion and without notice to any Grantor, to (i) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a2.10(a). In addition, (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Security Collateral consisting of Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Collateral Agent shall have the right upon the occurrence Agent, and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets Financial Assets held directly by the Collateral Agent to Security Collateral consisting of financial assets Financial Assets credited to one or more of the applicable any Securities Accounts or the Collateral Account. (fb) Upon During the continuation of an Event of Default and subject to Section 2.04(c), promptly upon the request of the Collateral Agent, with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an Uncertificated Security, such Grantor will cause the issuer thereof either (i) to register the Collateral Agent upon as the occurrence registered owner of such Security or (ii) to agree in an authenticated record with such Grantor and during the continuance Collateral Agent that such issuer will comply with instructions with respect to such Security originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Collateral Agent. During the continuation of an Event of DefaultDefault and subject to Section 2.04(c), each with respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an Uncertificated Security, promptly upon the request of the Collateral Agent, such Grantor will notify each such issuer of Security Collateral granted by it hereunder Pledged Equity that such Security Collateral Pledged Equity is subject to the security interest granted hereunder. (c) Nothing in Section 2.04(a) or Section 2.04(b) shall be construed to require any Grantor to enter into any control agreement with respect to any Deposit Account or Securities Account.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and the Intercreditor and Subordination Agreement and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the The Collateral Agent shall have the right, at any time, to (i) transfer to or to register time in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral discretion and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written without notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a). In addition, the Collateral Agent shall have the right upon at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. Also, the occurrence Collateral Agent shall have the right at any time to convert Security Collateral consisting of financial assets credited to the securities account to Security Collateral consisting of financial assets held directly by the Collateral Agent, and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to one or more of the applicable Securities Accounts or the Collateral Accountsecurities account. (fb) Upon With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor shall cause the request issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in writing with such Grantor and the Collateral Agent that such issuer shall comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Collateral Agent. (c) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement, such Grantor shall cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in writing with such Grantor and the Collateral Agent that such securities intermediary shall comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Agent without further consent of such Grantor, such agreement to be substantially in the form of Exhibit E attached hereto or otherwise in form and substance satisfactory to the Collateral Agent (such agreement being a “Securities Account Control Agreement”). (d) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a commodity contract, such Grantor shall cause the commodity intermediary with respect to such commodity contract to agree in writing with such Grantor and the Collateral Agent that such commodity intermediary shall apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement,” and all such agreements together with all Securities Account Control Agreements, being collectively, the “Control Agreements”). (e) No Grantor shall change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the Collateral Agent upon is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the occurrence and during the continuance above provisions of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject this Section 4 in order to perfect the security interest granted hereunderhereunder in such Collateral.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon The Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of a Default, the Collateral Agent shall have the right, at any time, to (i) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a); provided, however that the exercise of any such rights by the Collateral Agent with respect to Pledged Shares or Pledged Debt issued by any HMO Subsidiary or Insurance Subsidiary shall be subject to obtaining the prior written approval of the applicable HMO Regulator or Insurance Regulator where such approval is required for the Collateral Agent to exercise such rights under the applicable Governmental Rules. In addition, the Collateral Agent shall have the right upon the occurrence and during the continuance of an Event of Default at any time to convert exchange certificates or instruments representing or evidencing Security Collateral consisting for certificates or instruments of financial assets held directly smaller or larger denominations. (b) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will cause the issuer thereof either (i) to register the Collateral Agent as the registered owner, for the purpose of security, of such security or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such authenticated record to Security Collateral consisting of financial assets credited be in form and substance reasonably satisfactory to one or more of the applicable Securities Accounts or the Collateral AccountAgent. (fc) Upon With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement, such Grantor will cause the request of securities intermediary with respect to such security entitlement either (i) to identify in its records the Collateral Agent upon as the occurrence entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and during the continuance of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder Agent that such Security Collateral is subject to the security interest granted hereunder.securities intermediary will comply with entitlement orders (that is,

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the The Collateral Agent shall have the right, at any time, after and during the continuance of an Event of Default, in its discretion and without notice to (i) any Grantor, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 16(a). In addition, after and during the continuance of an Event of Default, the Collateral and (ii) Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that . Also, the Collateral Agent provides written notice shall have the right at any time to convert Security Collateral consisting of financial assets credited to any securities account to Security Collateral consisting of financial assets held directly by the applicable GrantorCollateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to any securities account. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, the relevant such Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in writing with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”)Agent. (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to the Securities Accounts and any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediaryentitlement, the relevant such Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof of such security entitlement against such securities intermediary or (ii) to agree in writing with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Agent without further consent of such Grantor, such agreement to be in substantially the form of Exhibit D hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “"Securities Account Control Agreement”"). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to the Commodities Accounts and any Security Collateral in which any Grantor has any right, title or interest and that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any timecontract, such Grantor will use commercially reasonable efforts to shall cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement writing with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record agreement to be in substantially the form of Exhibit E hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “"Commodity Account Control Agreement”", and all such agreements, together with all Securities Account Control Agreements being, collectively, "Control Agreements"). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to No Grantor will change or to register add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in the name which any of the Collateral Agent is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the above provisions of its nominees any or all of the Security Collateral, subject only this Section 5 in order to the revocable rights specified in Section 14(a). In addition, the Collateral Agent shall have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to one or more of the applicable Securities Accounts or the Collateral Account. (f) Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to perfect the security interest granted hereunderhereunder in such Collateral.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the The Collateral Agent shall have the right, right at any time, time to (i) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof thereof, at the reasonable request of the Collateral Agent, either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor Grantor, at the reasonable request of the Collateral Agent, will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the The Collateral Agent shall have the right right, at any time in its discretion and without notice to any Grantor, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a12(a). In addition, the Collateral Agent shall have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to one or more of the applicable Securities Accounts or the Collateral Account. (fe) Upon the reasonable request of the Collateral Agent upon the occurrence and during the continuance of an Event of DefaultAgent, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon The Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, at any time, to (i) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a); provided that the exercise of any such rights by the Collateral Agent with respect to Pledged Shares or Pledged Debt issued by any HMO Subsidiary or Insurance Subsidiary shall be subject to obtaining the prior written approval of the applicable HMO Regulator or Insurance Regulator where such approval is required for the Collateral Agent to exercise such rights under the applicable Governmental Rules. In addition, the Collateral Agent shall have the right, upon the occurrence and (ii) during the continuance of an Event of Default, to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, the relevant such Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner owner, for the purpose of security, of such security or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”)Agent. (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to the Securities Accounts and any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediaryentitlement, the relevant such Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Security Agreement Collateral Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Agent without further consent of such Grantor, such agreement authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Securities Account Control Agreement”"SECURITIES ACCOUNT CONTROL AGREEMENT"). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to the Commodities Accounts and any Security Collateral in which any Grantor has any right, title or interest and that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any timecontract, such Grantor will use commercially reasonable efforts to shall cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement authenticated record with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity "COMMODITY ACCOUNT CONTROL AGREEMENT", and all such authenticated records, together with all Securities Account Control Agreement”Agreements being, collectively, "CONTROL AGREEMENTS"). (e) Upon No Grantor will change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the occurrence and during Collateral is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the continuance above provisions of this Section 4 in order to perfect the security interest granted hereunder in such Collateral. The Collateral Agent shall not provide any directions to, or deliver any instructions or entitlement orders to any issuer, securities intermediary or commodity intermediary pursuant to this Section 4 unless an Event of DefaultDefault has occurred and is continuing. Furthermore, the Collateral Agent shall have the right to transfer to promptly rescind such direction, instruction or to register in the name of the Collateral Agent or entitlement order and notify such parties at any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a). In addition, the Collateral Agent shall have the right upon the occurrence and during the continuance of an time when no Event of Default to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to one or more of the applicable Securities Accounts or the Collateral Accounthas occurred and is continuing. (f) Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Agent Agent, for the benefit of the Secured Creditors, pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the The Collateral Agent shall have the right, right at any time, time to (i) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written notice to the applicable Grantor. (ba) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (cb) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts at all times following the Effective Date (or such later date as may be applicable pursuant to Section 5.16 of the Credit Agreement) cause the securities intermediary with respect to such Account securities account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”” or “Securities/Deposit Account Control Agreement,” respectively). (dc) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the The Collateral Agent shall have the right right, at any time in its discretion and without notice to any Grantor, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a). In addition, the Collateral Agent shall have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to one or more of the applicable Securities Accounts or the Collateral Account10. (fd) Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of DefaultAgent, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the The Collateral Agent shall have the right, at any time, to (i) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written notice to the applicable Grantor. (b) Upon time after the occurrence and during the continuance continuation of an Event of Default, promptly upon in its reasonable discretion and without notice to the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a7(a). In addition, after the occurrence and during the continuation of an Event of Default, the Collateral Agent shall have the right upon the occurrence and during the continuance of an Event of Default to convert exchange certificates or instruments representing or evidencing Security Collateral consisting for certificates or instruments of financial assets held directly smaller or larger denominations. (b) With respect to any Security Collateral in which the Grantor has any right, title or interest and that constitutes an uncertificated security, the Grantor will cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record with the Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of the Grantor, such authenticated record to be in form and substance satisfactory to the Collateral Agent. With respect to any Security Collateral consisting of financial assets credited to one in which the Grantor has any right, title or more of the applicable Securities Accounts or the Collateral Account. (f) Upon interest and that is not an uncertificated security, upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of Default, each the Grantor will notify each such issuer of Security Collateral granted by it hereunder Pledged Equity that such Security Collateral Pledged Equity is subject to the security interest granted hereunder. (c) Upon the request of the Collateral Agent, such Grantor will notify the issuer of the Initial Pledged Debt that such Initial Pledged Debt is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Administrative Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral The Administrative Agent shall have the right, at any time, to (i) transfer to or to register time in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral discretion and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written without notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a15(a). For the better perfection of the Administrative Agent’s rights in and to the Security Collateral, each Grantor shall forthwith, upon the pledge hereunder of any Security Collateral in which it has any right, title or interest, cause such Security Collateral to be registered in the name of the Administrative Agent or such of its nominees as the Administrative Agent shall direct, subject only to the revocable rights specified in Section 15(a). In addition, the Collateral Administrative Agent shall have the right upon at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. Also, the occurrence Administrative Agent shall have the right at any time to convert Security Collateral consisting of financial assets credited to the Securities Accounts to Security Collateral consisting of financial assets held directly by the Administrative Agent, and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets held directly by the Collateral Administrative Agent to Security Collateral consisting of financial assets credited to one the Securities Accounts. (b) With respect to any Security Collateral in which any Grantor has any right, title or more interest and that constitutes an uncertificated security, such Grantor will cause the issuer thereof either (i) to register the Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Administrative Agent. With respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, upon the request of the applicable Administrative Agent, such Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder. (c) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement in which the Administrative Agent is not the entitlement holder, such Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Administrative Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit D hereto or otherwise in form and substance satisfactory to the Administrative Agent (such agreement being a “Securities Accounts Account Control Agreement”). (d) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a commodity contract, such Grantor shall cause the commodity intermediary with respect to such commodity contract to agree in an authenticated record with such Grantor and the Administrative Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Administrative Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit E hereto or otherwise in form and substance satisfactory to the Administrative Agent (such agreement being a “Commodity Account Control Agreement”, and all such authenticated records, together with all Securities Account Control Agreements being, collectively, “Security Control Agreements”). (e) No Grantor will change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the Collateral Accountis credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the above provisions of this Section 4 in order to perfect the security interest granted hereunder in such Collateral. (f) Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of DefaultAdministrative Agent, each such Grantor will notify each such issuer of Security Collateral granted by it hereunder Pledged Debt that such Security Collateral Pledged Debt is subject to the security interest granted hereunder. (g) Notwithstanding anything to the contrary herein, each Grantor shall not be required to comply with Section 1 and this Section 4 with respect to Initial Pledged Equity that is identified as “Pledged Joint Venture Investments” and “Pledged REIT Investments” so long as such Grantor promptly uses commercially reasonable efforts to seek all consents and other required approvals for the pledge of such Initial Pledged Equity and fail to obtain same. Upon receipt of such required approvals, such Grantor shall comply with Section 1 and this Section 4 with respect to such Initial

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon The Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of a Default, the Collateral Agent shall have the right, at any time, to (i) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a); provided, however that the exercise of any such rights by the Collateral and (ii) Agent with respect to Pledged Shares or Pledged Debt issued by any HMO Subsidiary or Insurance Subsidiary shall be subject to obtaining the prior written approval of the applicable HMO Regulator or Insurance Regulator where such approval is required for the Collateral Agent to exercise such rights under the applicable Governmental Rules. In addition, the Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, the relevant such Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner owner, for the purpose of security, of such security or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”)Agent. (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to the Securities Accounts and any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediaryentitlement, the relevant such Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Agent without further consent of such Grantor, such agreement authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Securities Account Control Agreement”"SECURITIES ACCOUNT CONTROL AGREEMENT"). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to the Commodities Accounts and any Security Collateral in which any Grantor has any right, title or interest and that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any timecontract, such Grantor will use commercially reasonable efforts to shall cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement authenticated record with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity "COMMODITY ACCOUNT CONTROL AGREEMENT", and all such authenticated records, together with all Securities Account Control Agreement”Agreements being, collectively, "CONTROL AGREEMENTS"). (e) Upon No Grantor will change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the occurrence and during Collateral is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the continuance above provisions of this Section 4 in order to perfect the security interest granted hereunder in such Collateral. The Collateral Agent shall not provide any directions to, or deliver any instructions or entitlement orders to any issuer, securities intermediary or commodity intermediary pursuant to this Section 4 unless an Event of DefaultDefault has occurred and is continuing. Furthermore, the Collateral Agent shall have the right to transfer to promptly rescind such direction, instruction or to register in the name of the Collateral Agent or entitlement order and notify such parties at any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a). In addition, the Collateral Agent shall have the right upon the occurrence time when no Default has occurred and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to one or more of the applicable Securities Accounts or the Collateral Accountis continuing. (f) Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually the Pledged Equity and all Instruments representing or evidencing the Pledged Debt shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon During the occurrence and during the continuance continuation of an Event of Default, the Collateral Agent shall have the right, at any timetime in its discretion and without notice to any Grantor, to (i) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a11(a). In addition, (ii) exchange Certificates or Instruments representing or evidencing Security Collateral for Certificates or Instruments of smaller or larger denominations, and (iii) convert Security Collateral consisting of Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Collateral Agent shall have the right upon the occurrence Agent, and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets Financial Assets held directly by the Collateral Agent to Security Collateral consisting of financial assets Financial Assets credited to one or more of the applicable any Securities Accounts or the Collateral Account. (fb) Upon During the request of the Collateral Agent upon the occurrence and during the continuance continuation of an Event of Default, each promptly upon the request of the Collateral Agent, with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will cause the issuer thereof either: (i) to register the Collateral Agent as the registered owner of such security, or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Collateral Agent. During the continuation of an Event of Default, with respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, promptly upon the request of the Collateral Agent, such Grantor will notify each such issuer of Security Collateral granted by it hereunder Pledged Equity that such Security Collateral Pledged Equity is subject to the security interest granted hereunder. (c) During the continuation of an Event of Default, promptly upon the request of the Collateral Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) All certificates or instruments evidencing an aggregate principal amount, taken together with all Security Collateral owned by the Grantors, in excess of $20,000,000 representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Administrative Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral The Administrative Agent shall have the right, at any time, to (i) transfer to or to register time in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral discretion and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written without notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a). In addition, the Collateral Administrative Agent shall have the right upon from and after the occurrence and during the continuance of an Event of Default at any Del Monte Security Agreement time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. Also, the Administrative Agent shall have the right at any time from and after the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets credited to a Securities Account to Security Collateral consisting of financial assets held directly by the Administrative Agent, and to convert Security Collateral consisting of financial assets held directly by the Administrative Agent to Security Collateral consisting of financial assets credited to one a Securities Account. (b) With respect to any Security Collateral with an aggregate fair market value, taken together with all Security Collateral owned by the Grantors, in excess of $20,000,000 in which any Grantor has any right, title or more interest and that constitutes an uncertificated security, such Grantor will cause the issuer thereof either (i) to register the Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Administrative Agent. With respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, upon the request of the applicable Administrative Agent after the occurrence and during the continuance of an Event of Default, such Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder. (c) With respect to any Security Collateral with an aggregate fair market value, taken together with all Security Collateral owned by the Grantors, in excess of $20,000,000 in which any Grantor has any right, title or interest and that constitutes a security entitlement in which the Administrative Agent is not the entitlement holder, such Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Administrative Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the Administrative Agent (such agreement being a "SECURITIES ACCOUNT CONTROL AGREEMENT"). (d) With respect to any Security Collateral with an aggregate fair market value, taken together with all Security Collateral owned by the Grantors, in excess of $20,000,000 in which any Grantor has any right, title or interest and that constitutes a commodity contract, such Grantor shall cause the commodity intermediary with respect to such commodity contract to agree in an authenticated record with such Grantor and the Administrative Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Administrative Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit D hereto or otherwise in form and substance satisfactory to the Administrative Agent (such agreement being a "COMMODITY Del Monte Security Agreement ACCOUNT CONTROL AGREEMENT", and all such authenticated records, together with all Securities Accounts Account Control Agreements being, collectively, "SECURITY CONTROL AGREEMENTS"). (e) No Grantor will change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the Collateral Accountis credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the above provisions of this Section 4 in order to perfect the security interest granted hereunder in such Collateral. (f) Upon the request of the Collateral Administrative Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder Pledged Debt that such Security Collateral Pledged Debt is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon For the occurrence better perfection of the Agent's rights in and during to the continuance Security Collateral, if requested by the Banks, each Grantor shall forthwith, upon the pledge hereunder of an Event of Default, the any Security Collateral Agent shall have the pursuant to Section 1 hereof in which it has any right, at any timetitle or interest, cause such Security Collateral to (i) transfer to or to register be registered in the name of the Collateral Agent or any such of its nominees as the Agent may direct, subject only to the revocable rights specified in Section 15(a). In addition, the Agent shall have the right at any time after the occurrence of an Event of Default or all of the Security Collateral and (ii) a Trigger Event to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that . Also, the Agent shall have the right at any time to convert Security Collateral Agent provides written notice consisting of financial assets credited to the applicable GrantorSecurities Account to Security Collateral consisting of financial assets held directly by the Agent, and to convert Security Collateral consisting of financial assets held directly by the Agent to Security Collateral consisting of financial assets credited to the Securities Account. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, the relevant such Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in writing with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent. Each Grantor which has issued any Pledged Shares pledged hereunder to any other Grantor hereby agrees that it will follow and comply with the instructions of the Agent (with respect to such agreement being an “Uncertificated Security Control Agreement”)Pledged Shares without any further consent of such other Grantor. (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to the Securities Accounts and any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediaryentitlement, the relevant such Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof of such security entitlement against such securities intermediary or (ii) to agree in writing with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Agent without further consent of such Grantor, such agreement to be in substantially the form of Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Securities Account Control Agreement”"SECURITIES ACCOUNT CONTROL AGREEMENT"). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to the Commodities Accounts and any Security Collateral in which any Grantor has any right, title or interest and that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any timecontract, such Grantor will use commercially reasonable efforts to shall cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement writing with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a). In addition, the Collateral Agent shall have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to one or more of the applicable Securities Accounts or the Collateral Account. (f) Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder.on

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the The Collateral Agent shall have the right, right at any time, time to (i) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to any Security Collateral that constitutes an uncertificated security, if requested by the Collateral Agent, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to the Securities Accounts Account, the Collateral Account and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, if reasonably requested by the Collateral Agent, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”” or “Securities/Deposit Account Control Agreement,” respectively). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during During the continuance of an Event of Default, the Collateral Agent shall have the right right, at any time and without notice to any Grantor, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a12(a). In addition, during the continuance of an Event of Default, the Collateral Agent shall have the right upon at any time to convert Security Collateral consisting of financial assets credited to the occurrence Securities Account or the Collateral Account to Security Collateral consisting of financial assets held directly by the Collateral Agent, and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to one or more of the applicable Securities Accounts Account or the Collateral Account. (fe) Upon the reasonable request of the Collateral Agent upon following the occurrence and during the continuance of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder. For purposes hereof, an “Event of Default” means an “Event of Default” as defined in the Credit Agreement or the Existing Indentures.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed endorsements, instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the The Collateral Agent shall have the right, at any time, to (i) transfer to or to register time in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral discretion and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written without notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to <PAGE> 7 register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a13(a). In addition, the Collateral Agent shall have the right upon the occurrence and during the continuance of an Event of Default at any time to convert exchange certificates or instruments representing or evidencing Security Collateral consisting for certificates or instruments of financial assets held directly smaller or larger denominations. (b) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Collateral Agent. With respect to any Security Collateral consisting of financial assets credited to one in which any Grantor has any right, title or more of the applicable Securities Accounts or the Collateral Account. (f) Upon interest and that is not an uncertificated security, upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of Default, each such Grantor will notify each such issuer of Security Collateral granted by it hereunder Pledged Equity that such Security Collateral Pledged Equity is subject to the security interest granted hereunder. (c) Upon the request of the Collateral Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the The Collateral Agent shall have the right, at any time, to (i) transfer to or to register time in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral discretion and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written with notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such each Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a1(a), provided, however, that in the case of Security Collateral consisting of Class B Shares of Hollinger International Inc., such rights to register Security Collaxxxxx xx the name of the Collateral Agent or any of its nominees shall only be exercised only after the occurrence and during the continuance of an Event of Default. In addition, the Collateral Agent shall have the right upon at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. Also, the occurrence Collateral Agent shall have the right at any time to convert Security Collateral consisting of financial assets credited to the Collateral Account to Security Collateral consisting of financial assets held directly by the Collateral Agent, and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets held directly by the Collateral Agent Agent, to Security Collateral consisting of financial assets credited to one or more of the applicable Securities Accounts or the Collateral AccountAccounts. (fb) Upon With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Collateral Agent. With respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of DefaultAgent, each such Grantor will notify each such issuer of Security Collateral granted by it hereunder Pledged Equity that such Security Collateral Pledged Equity is subject to the security interest granted hereunder. (c) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement in which the Collateral Agent is not the entitlement holder, such Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit B hereto or otherwise in form and substance satisfactory to the Collateral Agent (such agreement being an "ACCOUNT CONTROL AGREEMENT"). (d) No Grantor will change or add any securities intermediary that maintains any securities account in which any of the Collateral is credited or carried, or change or add any such securities account, in each case without first complying with the above provisions of this Section 4 in order to perfect the security interest granted hereunder in such Collateral. (e) Not later than 10 business days after the date hereof, each Grantor with respect to Security Collateral shall (i) take and complete any and all action necessary in order to ensure that all beneficial and registered ownership interests in each item of Security Collateral are held by a single Grantor, rather than being divided among multiple Grantors; (ii) provide the Collateral Agent and/or any other Secured Party requesting the same with evidence satisfactory to the Collateral Agent and/or such other Secured Party that all such action described in clause (i) above has been taken; and (iii) deliver to or in accordance with the instructions of the Collateral Agent original stock certificates and stock powers originally executed in blank, all in form and substance satisfactory to the Collateral Agent, reflecting any changes in ownership with respect to any Security Collateral resulting from the actions described in clause (i) above.

Delivery and Control of Security Collateral. (a) All certificates representing or evidencing the Pledged Equity and all instruments representing or evidencing Security Collateral the Pledged Debt in an aggregate principal amount in excess of $2,500,000 in principal amount individually 2,000,000 shall be delivered to and held by or on behalf of the Collateral Agent (or the Designated Senior Priority Representative on its behalf) pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon the occurrence and during the continuance continuation of an Event of Default, the Collateral Agent shall have the right, at any timetime in its discretion and without notice to any Grantor, to (iA) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a11(a). In addition, (B) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (C) convert Security Collateral consisting of financial assets credited to any Securities Account to Security Collateral, consisting of financial assets held directly by the Collateral Agent shall have the right upon the occurrence Agent, and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral Collateral, consisting of financial assets credited to one or more of the applicable any Securities Accounts or the Collateral Account. (fb) Upon the request of the Collateral Agent upon the occurrence and during the continuance continuation of an Event of Default, each promptly upon the request of the Collateral Agent, with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Collateral Agent. Upon the occurrence and during the continuation of an Event of Default, with respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, promptly upon the request of the Collateral Agent, such Grantor will notify each such issuer of Security Collateral granted by it hereunder Pledged Equity that such Security Collateral Pledged Equity is subject to the security interest granted hereunder. (c) Upon the occurrence and during the continuation of an Event of Default, promptly upon the request of the Collateral Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the The Collateral Agent shall have the right, at any time, to (i) transfer to or to register time in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral discretion and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written without notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a). In addition, the Collateral Agent shall have the right upon at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. Also, the occurrence Collateral Agent shall have the right at any time to convert Security Collateral consisting of financial assets credited to the securities account to Security Collateral consisting of financial assets held directly by the Collateral Agent, and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to one or more of the applicable Securities Accounts or the Collateral Accountsecurities account. (fb) Upon With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will cause the request issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in writing with such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Collateral Agent. (c) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement, such Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in writing with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Agent without further consent of such Grantor, such agreement to be substantially in the form of Exhibit E attached hereto or otherwise in form and substance satisfactory to the Collateral Agent (such agreement being a "Securities Account Control Agreement"). (d) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a commodity contract, such Grantor shall cause the commodity intermediary with respect to such commodity contract to agree in writing with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Collateral Agent (such agreement being a "Commodity Account Control Agreement", and all such agreements together with all Securities Account Control Agreements, being collectively, the "Control Agreements"). (e) No Grantor will change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the Collateral Agent upon is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the occurrence and during the continuance above provisions of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject this Section 4 in order to perfect the security interest granted hereunderhereunder in such Collateral.

Delivery and Control of Security Collateral. (a) All certificates or instruments documents evidencing an aggregate principal amount, taken together with all Security Collateral owned by the Grantors, in excess of $10,000,000 representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the The Collateral Agent shall have the right, at any time, to (i) transfer to or to register time in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral discretion and (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written without notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”). (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess of $2,500,000 at any time, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”). (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a). In addition, the Collateral Agent shall have the right upon from and after the occurrence and during the continuance of an Event of Default at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. Also, the Collateral Agent shall have the right at any time from and after the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets credited to a Securities Account to Security Collateral consisting of financial assets held directly by the Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to one a Securities Account. (b) With respect to any Security Collateral with an aggregate fair market value, taken together with all Security Collateral owned by the Grantors, in excess of $10,000,000 in which any Grantor has any right, title or more interest and that constitutes an uncertified security, such Grantor will cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such issuer will comply with instruction with respect to such security originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Collateral Agent. With respect to any Security Collateral in which any Grantor has any right, title or interest and that it is not an uncertificated security, upon the request of the applicable Securities Accounts Collateral Agent, such Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder. (c) With respect to any Security Collateral with an aggregate fair market value, taken together with all Security Collateral owned by the Grantors, in excess of $10,000,000 in which any Grantor has any right, title or interest and that constitutes a security entitlement in which the Collateral AccountAgent is not the entitlement holder, such Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders (that is notifications communicated to such securities intermediary directing transfer or redemption of the financial assets to which such Grantor has a security entitlement) originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a "SECURITIES ACCOUNT CONTROL AGREEMENT"). (d) With respect to any Security Collateral with an aggregate fair market value, taken together with all Security Collateral owned by the Grantors, in excess of $10,000,000 in which any Grantor has any right, title or interest and that constitutes a commodity contract, such Grantor shall cause the commodity intermediary with respect to such commodity contract to agree in an authenticated record with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit D hereto or otherwise in form and substance satisfactory to the Collateral Agent (such agreement being a "COMMODITY ACCOUNT CONTROL AGREEMENT", and all such authenticated records, together with all Securities Account Control Agreements being, collectively, "SECURITY CONTROL AGREEMENTS"). (e) No Grantor will change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the Collateral is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the above provisions of this Section 4 in order to perfect the security interest granted hereunder in such Control. (f) Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of DefaultAgent, each such Grantor will notify each such issuer of Security Collateral granted by it hereunder Pledged Debt that such Security Collateral Pledged Debt is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. and Account ------------------------------------------------------- Collateral. (a) All Subject to Section 9 hereof, all certificates or instruments ---------- representing or evidencing Security Collateral in excess of $2,500,000 in principal amount individually or Account Collateral shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. Upon the occurrence and during the continuance of an Event of DefaultDefault under the Credit Agreement, the Collateral Agent shall have the right, at any timetime in its discretion and without notice to the Grantors, to (i) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral and (iithe Account Collateral, subject only to the revocable rights specified in Section 13(a) and shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral or Account Collateral for certificates or instruments of smaller or larger denominations; provided that the Collateral Agent provides written notice to the applicable Grantor. (b) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to any Security Collateral that constitutes a security and is not represented or evidenced by a certificate or an uncertificated securityinstrument, the relevant Grantor will use commercially reasonable efforts to Grantors shall cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in writing with such Grantor the Grantors and the Collateral Agent that upon receipt of a notice of exclusive control following the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantorthe Grantors, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”)Agent. (c) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to the Securities Accounts and any Security Collateral that constitutes a security entitlement with an aggregate value in excess entitlement, each of $2,500,000 and as to which the financial institution acting as Collateral Agent hereunder is not Grantors shall, within 15 days of the securities intermediaryAgent's request therefor, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the having such security entitlement holder thereof against such securities intermediary or (ii) to agree in writing with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which the Grantors has a security entitlement) originated by the Collateral Agent without further consent of such Grantorthe Grantors, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement”)Agent. (d) Upon the occurrence and during the continuance of an Event of Default, promptly upon the request of the Collateral Agent, with With respect to the Commodities Accounts and any Security Collateral that constitutes a commodity contract with an aggregate value in excess contract, each Grantor shall, within 15 days of $2,500,000 at any timethe Agent's request therefor, such Grantor will use commercially reasonable efforts to cause the commodity intermediary with respect to such Account or commodity contract either (i) to identify in its records the Collateral Agent as the beneficiary thereof or (ii) to agree in an agreement writing with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantorthe Grantors, such authenticated record agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”)Agent. (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right With respect to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a). In addition, the Collateral Agent shall have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to one that constitutes a securities account or more of the applicable Securities Accounts or the Collateral Account. (f) Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of Defaulta commodity account, each Grantor will notify each issuer will, in the case of Security Collateral granted by it hereunder that a securities account, comply with subsection (c) of this Section 4 with respect to all security entitlements carried in such Security Collateral is subject securities account and, in the case of a commodity account, comply with subsection (d) of this Section 4 with respect to the security interest granted hereunderall commodity contracts carried in such commodity account.