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 shall be delivered to and held by or on behalf of the 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 satisfactory to the Agent. The Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, to transfer to or to register in the name of the Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a). In addition, the Agent shall have the right, upon the occurrence and 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. (b) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security issued by a Subsidiary of such Grantor, such Grantor will cause the issuer thereof either (i) to register the 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 Agent that such issuer will comply with instructions with respect to such security originated by the Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Agent. The Agent shall not provide any directions to, or deliver any instructions or entitlement orders to any issuer pursuant to this Section 4(b) unless an Event of Default has occurred and is continuing. Furthermore, the Agent shall promptly rescind such direction, instruction or entitlement order and notify such parties at any time when no Event of Default has occurred and is continuing.

Delivery and Control of Security Collateral. (a) All certificates certificates, if any, representing or evidencing the Pledged Interests (other than Equity Interests of any Person that is an “Excluded Subsidiary”) 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 $10,000,000 (other than any short-term intercompany current liabilities incurred in the ordinary course of business and consistent with past practice in connection with the cash management operations of the Borrower and its Restricted Subsidiaries) shall be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto and and, (with respect to such Pledged Interests or Pledged Debt acquired after the date hereof or owned or held by a Grantor formed after the date hereof, within 90 days of such acquisition or formation (or such later date as the Collateral Agent may agree in its reasonable discretion) 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. The Agent shall have During the right, 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 to (i) upon concurrent written notice to the Borrower, 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 11(a). In addition, the Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, to (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominationsdenominations 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, 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) With 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 constitutes (i) is a certificated security, promptly upon the request of the Collateral Agent, such Grantor will notify each issuer thereof that such Pledged Interests are subject to the security interests granted hereunder or (ii) is an uncertificated security issued by a Subsidiary security, promptly upon the request of such Grantorthe Collateral Agent, such Grantor will cause the issuer thereof (or, in the case of a non-wholly owned issuer, use commercially reasonable efforts to cause the issuer thereof) either (iA) to register the Collateral Agent as the registered owner, for the purpose of security, owner of such security or (iiB) 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 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. The Agent shall not provide any directions to, or deliver any instructions or entitlement orders Each Grantor further acknowledges and agrees that with respect to any issuer 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 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 this Section 4(band in accordance with the terms hereof. (d) unless During the continuation of an Event of Default and after the Collateral Agent has occurred and 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 continuing. Furthermore, subject to the Agent shall promptly rescind such direction, instruction or entitlement order and notify such parties at any time when no Event of Default has occurred and is continuingsecurity interests 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 $1,000,000), shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto (unless the Trustee is granted a prior security interest in such certificates and instruments and the same are required to be delivered (and are delivered) to the Trustee for the benefit of the Secured Parties 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 satisfactory to the Collateral Agent. The During the continuation of an Event of Default, the Collateral Agent shall have the right, upon the occurrence at any time in its discretion and during the continuance of an Event of Defaultwithout 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 11(a). In addition, the Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, to (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, 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) Each Grantor acknowledges and agrees that (i) 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, 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 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. (c) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security issued by a Subsidiary of such Grantorsecurity, such Grantor will cause promptly notify the issuer Collateral Agent thereof either (i) and, at the Collateral Agent’s request and option, pursuant to register the 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 Agent that such issuer will comply with instructions with respect to such security originated by the Agent without further consent of such Grantor, such authenticated record to be agreement in form and substance reasonably satisfactory to the Collateral Agent. The , either (i) cause the issuer to agree to comply with instructions from the Collateral Agent shall not provide as to such securities, without further consent of any directions toGrantor or such nominee, or deliver any instructions or entitlement orders (ii) arrange for the Collateral Agent to become the registered owner of the securities. During the continuation of an Event of Default, with respect to any Security Collateral in which any Grantor has any right, title or interest, promptly upon the request of the Collateral Agent, such Grantor will notify each such issuer of Security Collateral that such Security Collateral is subject to the security interest granted hereunder. (d) Except 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, such Instrument, certificated security or Chattel Paper shall be promptly delivered to the Collateral Agent (unless the Trustee is granted a prior security interest in such Collateral and the same is required to be delivered (and is delivered) to the Trustee for the benefit of the Secured Parties pursuant to the Intercreditor Agreement), duly endorsed in a manner satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Section 4(b) Agreement and, if applicable, the Intercreditor Agreement, provided that, unless an Event of Default has occurred and is continuing. Furthermore, the Agent Grantors shall promptly rescind such direction, instruction or entitlement order and notify such parties at any time when no Event not be required to deliver the same pursuant to this clause (c) to the extent that the aggregate value of Default has occurred and is continuingthe Collateral not so delivered does not exceed $1,000,000.

Delivery and Control of Security Collateral. Subject to any Intercreditor Agreement: (a) All certificates or instruments representing or evidencing Security Collateral (if certificated) 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; provided that no Grantor shall be required to deliver an instrument representing Pledged Debt if the principal amount of such Pledged Debt is less than $1,000,000. The Agent shall have the right, upon After the occurrence and during the continuance of an Event of Default, to transfer to or to register in the name of the Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a). In addition, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, right to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of 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 issued that is at any time subject to Article 8 of the UCC and is not held in a Securities Account, the relevant Grantor will cause, to the extent permitted by applicable law, each issuer thereof that is a Subsidiary of such Grantor, such Grantor will cause to execute and deliver to the issuer thereof either (i) to register Collateral Agent an acknowledgment of the Agent as the registered owner, for the purpose of security, pledge of such security or (ii) to agree Security Collateral in an authenticated record with such Grantor and the Agent that such issuer will comply with instructions with respect to such security originated by the Agent without further consent of such Grantor, such authenticated record to be in a form and substance that is reasonably satisfactory to the Agent. The Borrower and the Collateral Agent shall not provide any directions to, or deliver any instructions or entitlement orders to any issuer pursuant to this Section 4(b(such agreement being an “Uncertificated Security Control Agreement”). (c) unless Upon the request of the Collateral Agent following the occurrence and during the continuance of an Event of Default Default, each Grantor will notify each issuer of Securities Collateral (other than any other Loan Party) in which a security interest has occurred and been granted by it hereunder that such Securities Collateral is continuing. Furthermore, subject to the Agent shall promptly rescind such direction, instruction or entitlement order and notify such parties at any time when no Event of Default has occurred and is continuingsecurity 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 the Pledged Debt in an aggregate principal amount in excess of $2,000,000 shall be delivered to and held by or on behalf of the 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 Administrative Agent. The During the continuation of an Event of Default and subject to Section 4(c), the Administrative Agent shall have the right, upon the occurrence at any time in its discretion and during the continuance of an Event of Defaultwithout notice to any Grantor, to (i) transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a10(a). In addition, the Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, to (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 held directly by the Administrative Agent to Security Collateral consisting of Financial Assets credited to any Securities Account. (b) With 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 in which any Grantor has any right, title or interest and that constitutes an uncertificated security issued by a Subsidiary of such GrantorUncertificated Security, such Grantor will cause the issuer thereof either (i) to register the Administrative Agent as the registered owner, for the purpose of security, owner of such security 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 Security originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Administrative Agent. The Agent shall not provide any directions to, or deliver any instructions or entitlement orders to any issuer pursuant to this Section 4(b) unless During the continuation of an Event of Default and subject to Section 4(c), with respect to any Security Collateral in which any Grantor has occurred any right, title or interest and that is continuing. Furthermorenot an Uncertificated Security, promptly upon the Agent request of the 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) Nothing in Sections 4(a) or 4(b) shall promptly rescind such direction, instruction be construed to require any Grantor to enter into any control agreement with respect to any Deposit Account or entitlement order and notify such parties at any time when no Event of Default has occurred and is continuingSecurities Account.

Delivery and Control of Security Collateral. Subject to Section 6.12(d) of the Credit Agreement, (a) (i) 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), shall be delivered to and held by or on behalf of the Administrative Agent pursuant hereto (unless the Trustee is granted a prior security interest in such certificates and instruments and the same are required to be delivered (and are delivered) to the Trustee for the benefit of the Secured Parties 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 satisfactory to the Administrative Agent; provided that, unless an Event of Default shall have occurred and be continuing, with respect to intercompany indebtedness to the extent evidenced by the Intercompany Note and no other Instruments, the Grantors shall only be required to deliver possession of the Intercompany Note with respect to such indebtedness. The During the continuation of an Event of Default, the Administrative Agent shall have the right, upon the occurrence at any time in its discretion and during the continuance of an Event of Defaultwithout notice to any Grantor, to (i) transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a). In addition, the Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, to (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 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 any Securities Account. (b) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security issued by a Subsidiary of such Grantorsecurity, such Grantor will promptly notify the Administrative Agent thereof and, (i) if so requested by the Administrative Agent with respect to any such Security Collateral (which request shall only be made with respect to Security Collateral as to which the actions described in this Section 4(b) have not been taken to the extent that the aggregate value thereof is in excess of $1,000,000 or (ii) solely in the case of Security Collateral representing Equity Interests in a Subsidiary, upon the request of the Administrative Agent, cause the issuer thereof either (ix) to register the Administrative Agent as the registered owner, for the purpose of security, owner of such security or (iiy) 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 reasonably satisfactory to the Administrative Agent. The Agent shall not provide any directions toDuring the continuation of an Event of Default, or deliver any instructions or entitlement orders with respect to any Security Collateral in which any Grantor has any right, title or interest, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Security Collateral that such Security Collateral is subject to the security interest granted hereunder. (c) Except 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, such Instrument, certificated security or Chattel Paper shall be promptly delivered to the Administrative Agent (unless the Trustee is granted a prior security interest in such Collateral and the same is required to be delivered (and is delivered) to the Trustee for the benefit of the Secured Parties pursuant to the Intercreditor Agreement), duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Section 4(b) Agreement and, if applicable, the Intercreditor Agreement, provided that, unless an Event of Default has occurred and is continuing. Furthermore, the Agent Grantors shall promptly rescind such direction, instruction or entitlement order and notify such parties at any time when no Event not be required to deliver the same pursuant to this clause (c) to the extent that the aggregate value of Default has occurred and is continuingthe Collateral not so delivered does not exceed $5,000,000.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the 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 satisfactory to the Administrative Agent; provided however, that each Grantor shall not be required to so deliver any such certificate issued by any issuer of Pledged Shares which is organized under the laws of Mexico until June 30, 2000. The Administrative Agent shall have the right, upon the occurrence and during the continuance continuation of a Default under Section 6.01(a) or (f) of the Credit Agreement or an Event of DefaultDefault 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, subject only to the revocable rights specified in Section 11(a15(a). In addition, the Administrative Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, right at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of 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 issued by a Subsidiary of such Grantorsecurity, such Grantor will cause the issuer thereof either (i) to register the Administrative Agent as the registered owner, for the purpose of security, owner of such security or (ii) to agree in an authenticated record with such Grantor and the 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 agreement to be in form and substance reasonably satisfactory to the Administrative Agent. The . (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 Administrative Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to 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 agreement to be in form and substance satisfactory to the Administrative Agent. (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 not provide cause the commodity intermediary with respect to such commodity contract to agree in writing with such Grantor and the Administrative Agent that such commodity intermediary will apply any directions tovalue distributed on account of such commodity contract as directed by the Administrative Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Administrative Agent. (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 deliver change or add any instructions such securities account or entitlement orders to any issuer pursuant to commodity account, in each case without first complying with the above provisions of this Section 4(b) unless an Event of Default has occurred and is continuing. Furthermore, 4 in order to perfect the Agent shall promptly rescind security interest granted hereunder in such direction, instruction or entitlement order and notify such parties at any time when no Event of Default has occurred and is continuingCollateral.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral (other than the certificates or instruments representing or evidencing Security Collateral identified in Schedule II as being located outside of the United States) 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. The Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, to transfer to or to register in the name of the Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a). In addition, the Agent shall have the right, upon the occurrence and 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. (b) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security issued by a Subsidiary of such Grantorsecurity, such Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the 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, upon notice from the Collateral Agent that an Event of Default has occurred and is continuing, 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 reasonably satisfactory to the Collateral Agent. The Agent shall not provide any directions to, or deliver any instructions or entitlement orders With respect to any issuer pursuant to this Section 4(b) unless 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 has occurred Default, such Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder. (c) Upon the request of the Collateral Agent upon the occurrence and is continuing. Furthermore, during the Agent shall promptly rescind such direction, instruction or entitlement order and notify such parties at any time when no continuance of an Event of Default has occurred and Default, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is continuingsubject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the 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 Agent. The Agent shall have the right, upon the occurrence and during the continuance of at any time while an Event of DefaultDefault is continuing and without notice to any Pledgor, to transfer to or to register in the name of the Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a9(a). In addition, the Agent shall have the right, upon the occurrence and during the continuance of at any time while an Event of DefaultDefault is continuing, to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. (b) With respect to any Security Collateral in which any Grantor Pledgor has any right, title or interest and that constitutes an uncertificated security issued by a Subsidiary security, upon the request of such Grantorthe Agent during an Event of Default, such Grantor Pledgor will cause the issuer thereof either (i) to register the Agent as the registered owner, for the purpose of security, owner of such security or (ii) to agree in an authenticated record with such Grantor Pledgor and the Agent that such issuer will comply with instructions with respect to such security originated by the Agent without further consent of such GrantorPledgor, such authenticated record to be in form and substance reasonably satisfactory to the Agent. The Agent shall not provide any directions to, or deliver any instructions or entitlement orders . (c) With respect to any issuer pursuant to this Section 4(b) unless Security Collateral in which any Pledgor has any right, title or interest and that is not an uncertificated security, upon the request of the Agent upon the occurrence and during the continuance of an Event of Default has occurred and Default, such Pledgor will notify each such issuer of Pledged Equity that such Pledged Equity is continuing. Furthermore, subject to the Agent shall promptly rescind such direction, instruction or entitlement order and notify such parties at any time when no Event of Default has occurred and is continuingsecurity interest granted hereunder.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security 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; provided, that so long as no Event of Default has occurred and is continuing, no Grantor shall be required to deliver instruments representing or evidencing Pledged Debt if the amount of such Pledged Debt is $500,000 or less. The Agent shall have the right, upon Upon the occurrence and during the continuance of an Event of Default, to transfer to or to register in the name of the Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a). In addition, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, right at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of 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 issued by a Subsidiary security, promptly upon the request of such Grantorthe Collateral Agent, such the relevant Grantor will cause the issuer thereof either (i) to register the Collateral Agent as the registered owner, for the purpose of security, 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 agreement to be in form and substance reasonably satisfactory to the Agent. Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) The Collateral Agent shall not provide have the right, at any directions to, or deliver any instructions or entitlement orders time in its discretion and without notice to any issuer pursuant Grantor, to this 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 4(b11(a). (d) unless Upon the request of the Collateral Agent following the occurrence and during the continuance of an Event of Default has occurred and Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is continuing. Furthermore, subject to the Agent shall promptly rescind such direction, instruction or entitlement order and notify such parties at any time when no Event of Default has occurred and is continuingsecurity interest granted hereunder.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the 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 satisfactory to the Agent. The 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. (b) With respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will cause the issuer thereof, at the reasonable request of the Agent, either (i) to register the Agent as the registered owner of such security or (ii) to agree with such Grantor and the Agent that such issuer will comply with instructions with respect to such security originated by the Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) With respect to the Securities Account and any Security Collateral that constitutes a security entitlement as to which the financial institution acting as Agent hereunder is not the securities intermediary, the relevant Grantor, at the reasonable request of the Agent, will cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Agent that such securities intermediary will comply with entitlement orders originated by the Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Agent (a “Securities Account Control Agreement”. (d) The Agent shall have the right, upon the occurrence at any time in its discretion and during the continuance of an Event of Defaultwithout notice to any Grantor, to transfer to or to register in the name of the Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a12(a). In addition, the Agent shall have the right, upon the occurrence and 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. (be) With respect to any Upon the reasonable request of the Agent, each Grantor will notify each issuer of Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security issued granted by a Subsidiary of such Grantor, such Grantor will cause the issuer thereof either (i) to register the 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 Agent it hereunder that such issuer will comply with instructions with respect to such security originated by the Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory Security Collateral is subject to the Agent. The Agent shall not provide any directions to, or deliver any instructions or entitlement orders to any issuer pursuant to this Section 4(b) unless an Event of Default has occurred and is continuing. Furthermore, the Agent shall promptly rescind such direction, instruction or entitlement order and notify such parties at any time when no Event of Default has occurred and is continuingsecurity interest granted hereunder.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the 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 satisfactory to the Agent. The Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, to transfer to or to register in the name of the Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a). In addition, the Agent shall have the right, upon the occurrence and 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. (b) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security and is issued by a Subsidiary of to such GrantorGrantor or its nominee directly, such Grantor will shall notify the Agent immediately and at the Agent’s request and option, cause the issuer thereof either (i) to register the 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 Agent that such issuer will comply with instructions with respect to such security originated by the Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Agent. If any Security Collateral, whether certificated or uncertificated, is now or hereafter acquired by any Grantor or its nominee through a securities intermediary or commodity intermediary, such Grantor shall immediately notify the Agent thereof and, at the Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply, in each case without further consent of such Grantor or such nominee, at any time with entitlement orders or other instructions from the Agent to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Agent to such commodity intermediary, or (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Agent to become the entitlement holder with respect to such investment property, with such Grantor being permitted, only with the consent of the Agent, to exercise rights to withdraw or otherwise deal with such investment property. The Agent shall not provide any directions to, or deliver any instructions or entitlement orders to any issuer pursuant to this Section 4(b) unless an Event of Default has occurred and is continuing. Furthermore, the Agent shall promptly rescind such direction, instruction or entitlement order and notify such parties at any time when no Event of Default has occurred and is continuing.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Agent Pledgee 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 satisfactory to the AgentPledgee. The Agent Pledgee, or its agent, shall have the right, at any time in its discretion and without notice to the Pledgor, to transfer to or to register in the name of the Pledgee, its agent, or any of its nominees any or all of the Collateral, subject only to the revocable rights of the Pledgor specified in Section 8(a). In addition, upon the occurrence and during the continuance of an Event of Default under the 2005 Pledge Agreement (in each case, a “Specified Event of Default, to transfer to or to register in the name of the Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a”). In addition, the Agent Pledgee shall have the right, upon the occurrence and during the continuance of an Event of Default, right at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. (b) With respect to any Security Collateral in which any Grantor the Pledgor has any right, title or interest and that constitutes an uncertificated security issued by a Subsidiary of such Grantorsecurity, such Grantor the Pledgor will cause the issuer thereof either (i) to register the Agent Pledgee, or its nominee or agent, as the registered owner, for the purpose of security, owner of such security subject, however, to this Agreement, or (ii) to agree in an authenticated record with such Grantor the Pledgor and the Agent Pledgee that such issuer will comply with instructions with respect to such security originated by the Agent Pledgee without further consent of such Grantorthe Pledgor, such authenticated record to be in form and substance reasonably satisfactory to the AgentPledgee. The Agent shall not provide any directions to, or deliver any instructions or entitlement orders With respect to any issuer pursuant to this Section 4(b) unless Pledged Equity in which the Pledgor has any right, title or interest and that is not an Event of Default has occurred and is continuing. Furthermoreuncertificated security, the Agent shall promptly rescind Pledgor will notify each such direction, instruction or entitlement order and notify issuer of Pledged Equity that such parties at any time when no Event of Default has occurred and Pledged Equity is continuingsubject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) All certificates or instruments instruments, if any, representing or evidencing Security 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 satisfactory to the Collateral Agent. The Agent shall have the right, upon Upon the occurrence and during the continuance 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 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 11(a15(a). In addition, the 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 exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. (b) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes is not an uncertificated security issued by a Subsidiary security, upon the request of such Grantorthe Collateral Agent, such Grantor will cause notify each such issuer of Pledged Equity that such Pledged Equity is subject to the issuer thereof either security interest granted hereunder. (ic) to register Upon the Agent as request of the registered ownerCollateral Agent, for the purpose of security, of such security or (ii) to agree in an authenticated record with such Grantor and the Agent will notify each such issuer of Pledged Debt that such issuer will comply with instructions with respect to such security originated by the Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory Pledged Debt is subject to the Agent. The Agent shall not provide any directions to, or deliver any instructions or entitlement orders to any issuer pursuant to this Section 4(b) unless an Event of Default has occurred and is continuing. Furthermore, the Agent shall promptly rescind such direction, instruction or entitlement order and notify such parties at any time when no Event of Default has occurred and is continuingsecurity interest granted hereunder.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral (other than, except upon the request of the Agent after the occurrence and during the continuance of an Event of Default, Pledged Debt in a principal amount not in excess of $10,000 individually and $1,000,000 in the aggregate) shall be delivered to and held by or on behalf of the 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 Agent. The Agent shall have the rightright at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. (b) With respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will, upon the occurrence and during the continuance of an Event of Default, at the request of the Agent, cause the issuer thereof either (i) to register the Agent, for the benefit of the Secured Parties, as the registered owner of such security or (ii) to agree with such Grantor and the Agent that such issuer will comply with instructions with respect to such security originated by the Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Agent (such agreement being an “Uncertificated Security Control Agreement”). (c) With respect to any Securities Account, the Collateral Account and Security Collateral that constitutes a security entitlement as to which the financial institution acting as Agent hereunder is not the securities intermediary, the relevant Grantor will, upon the occurrence and during the continuance of an Event of Default, at the request of the Agent, cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Agent, for the benefit of the Secured Parties, as the entitlement holder thereof or (ii) to agree with such Grantor and the Agent that such securities intermediary will comply with entitlement orders originated by the Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Agent (a “Securities Account Control Agreement”). (d) The Agent shall have the right, following the occurrence and during the continuance of an Event of Default, in its discretion and without notice to any Grantor, to transfer to or to register in the name of the Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a14(a). In addition, the Agent shall have the rightright following the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets credited to the Securities Accounts or the Collateral Account to Security Collateral consisting of financial assets held directly by the Agent, upon 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 Accounts or the Collateral Account. (e) Upon the request of the Agent following the occurrence and during the continuance of an Event of Default, to exchange certificates or instruments representing or evidencing each Grantor will notify each issuer of Security Collateral for certificates or instruments of smaller or larger denominations. (b) With respect to any granted by it hereunder that such Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security issued by a Subsidiary of such Grantor, such Grantor will cause the issuer thereof either (i) to register the 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 Agent that such issuer will comply with instructions with respect to such security originated by the Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory is subject to the Agent. The Agent shall not provide any directions to, or deliver any instructions or entitlement orders to any issuer pursuant to this Section 4(b) unless an Event of Default has occurred and is continuing. Furthermore, the Agent shall promptly rescind such direction, instruction or entitlement order and notify such parties at any time when no Event of Default has occurred and is continuingsecurity interest granted hereunder.

Delivery and Control of Security Collateral. (a) All As and to the extent required pursuant to Sections 6.12(a), 6.14 and 6.16 of the Credit Agreement, (i) all certificates representing or evidencing the Pledged Interests and (ii) all instruments representing or evidencing indebtedness from time to time owed to any Grantor by Holdings, the Borrower or any of its Subsidiaries in an aggregate principal amount in excess of $7,500,000 (the “Pledged Debt” and, together with the Pledged Interests, the “Security Collateral Collateral”) shall be delivered to and held by or on behalf of the 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 Administrative Agent. The During the continuation of an Event of Default, the Administrative Agent shall have the right, upon the occurrence at any time in its discretion and during the continuance of an Event of Defaultwithout notice to any Grantor, to (i) transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a). In addition, the Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, to (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Administrative Agent, and to convert Financial Assets held directly by the Administrative Agent to Security Collateral consisting of Financial Assets credited to any Securities Account. (b) With Promptly upon the reasonable 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 issued by of a Subsidiary of such GrantorSubsidiary, such Grantor will cause the issuer thereof either (i) to register the Administrative Agent as the registered owner, for the purpose of security, 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 reasonably satisfactory to the Administrative Agent. The Agent shall not provide any directions to, or deliver any instructions or entitlement orders to any issuer pursuant to this Section 4(b) unless During the continuation of an Event of Default Default, with respect to any Security Collateral in which any Grantor has occurred any right, title or interest and that is continuing. Furthermorenot an uncertificated security, promptly upon the Agent shall promptly rescind request of the Administrative Agent, such direction, instruction or entitlement order and Grantor will notify each such parties at any time when no issuer of Pledged Interests that such Pledged Interests is subject to the security interest granted hereunder. (c) During the continuation of an Event of Default has occurred and Default, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is continuingsubject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) a. All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the 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 Agent. The Agent shall have the right, upon the occurrence and during the continuance of at any time while an Event of DefaultDefault is continuing and without notice to any Pledgor, to transfer to or to register in the name of the Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a9(a). In addition, the Agent shall have the right, upon the occurrence and during the continuance of at any time while an Event of DefaultDefault is continuing, to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. (ba) With respect to any Security Collateral in which any Grantor Pledgor has any right, title or interest and that constitutes an uncertificated security issued by a Subsidiary security, upon the request of such Grantorthe Agent during an Event of Default, such Grantor Pledgor will cause the issuer thereof either (i) to register the Agent as the registered owner, for the purpose of security, owner of such security or (ii) to agree in an authenticated record with such Grantor Pledgor and the Agent that such issuer will comply with instructions with respect to such security originated by the Agent without further consent of such GrantorPledgor, such authenticated record to be in form and substance reasonably satisfactory to the Agent. The Agent shall not provide any directions to, or deliver any instructions or entitlement orders . (b) With respect to any issuer pursuant to this Section 4(b) unless Security Collateral in which any Pledgor has any right, title or interest and that is not an uncertificated security, upon the request of the Agent upon the occurrence and during the continuance of an Event of Default has occurred and Default, such Pledgor will notify each such issuer of Pledged Equity that such Pledged Equity is continuing. Furthermore, subject to the Agent shall promptly rescind such direction, instruction or entitlement order and notify such parties at any time when no Event of Default has occurred and is continuingsecurity 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. The Upon the occurrence and during the continuance of an Event of Default and pursuant to Section 8.02 of the Credit Agreement, the Collateral Agent shall have the right, upon 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 Pledgor. (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 Pledgor 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 Pledgor 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 Pledgor, 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, 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 11(a8(a). In addition, the Collateral Agent shall have the right, 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. (d) Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of Default, to exchange certificates or instruments representing or evidencing each Pledgor will notify each issuer of Security Collateral for certificates or instruments of smaller or larger denominations. (b) With respect to any granted by it hereunder that such Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security issued by a Subsidiary of such Grantor, such Grantor will cause the issuer thereof either (i) to register the 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 Agent that such issuer will comply with instructions with respect to such security originated by the Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory is subject to the Agent. The Agent shall not provide any directions to, or deliver any instructions or entitlement orders to any issuer pursuant to this Section 4(b) unless an Event of Default has occurred and is continuing. Furthermore, the Agent shall promptly rescind such direction, instruction or entitlement order and notify such parties at any time when no Event of Default has occurred and is continuingsecurity interest granted hereunder.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security 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 satisfactory to the Collateral Agent. The Collateral Agent shall have the right, upon at any time in its discretion and without notice to the occurrence and during the continuance of an Event of DefaultPledgor, 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 11(a7(a). In addition, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, right at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations.. American Airlines - AMR Pledge Agreement (b) With respect to any Security Collateral in which any Grantor the Pledgor has any right, title or interest and that constitutes an uncertificated security issued by a Subsidiary of such Grantorsecurity, such Grantor the Pledgor will cause the issuer thereof either (i) to register the Collateral Agent as the registered owner, for the purpose of security, owner of such security or (ii) to agree in an authenticated record with such Grantor the Pledgor 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 Grantorthe Pledgor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent. The Agent shall not provide any directions to, or deliver any instructions or entitlement orders . (c) With respect to any issuer pursuant to this Section 4(b) unless Security Collateral in which the Pledgor 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 has occurred and is continuing. FurthermoreDefault, the Agent shall promptly rescind Pledgor will notify each such direction, instruction or entitlement order and notify issuer of Pledged Equity that such parties at any time when no Event of Default has occurred and Pledged Equity is continuingsubject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the 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 Agent. The Agent shall have the right, upon the occurrence and during the continuance of at any time while an Event of DefaultDefault is continuing and without notice to any Grantor, to transfer to or to register in the name of the Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a). In addition, the Agent shall have the right, upon the occurrence and during the continuance of at any time while an Event of DefaultDefault is continuing, to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of 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 issued by a Subsidiary security, upon the request of such Grantorthe Agent during an Event of Default, such Grantor will cause the issuer thereof either (i) to register the Agent as the registered owner, for the purpose of security, owner of such security or (ii) to agree in an authenticated record with such Grantor and the Agent that such issuer will comply with instructions with respect to such security originated by the Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Agent. The Agent shall not provide any directions to, or deliver any instructions or entitlement orders . (c) With respect to any issuer pursuant to this Section 4(b) unless Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, upon the request of the Agent upon the occurrence and during the continuance of an Event of Default has occurred and Default, such Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is continuing. Furthermore, subject to the Agent shall promptly rescind such direction, instruction or entitlement order and notify such parties at any time when no Event of Default has occurred and is continuingsecurity interest granted hereunder.