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 Controlling Collateral Trustees pursuant to this Agreement and the Second Priority Collateral Trust 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 Controlling Collateral Trustees. Subject to the Second Priority Collateral Trust Agreement, the Second Priority Collateral Trustees shall have the right, at any time after the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, in their discretion and without notice to any Grantor, to transfer to or to register in the name of the Second Priority Collateral Trustees or any of their nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 10, and subject to the Remedies Limitations (as defined in Section 7(i)). In addition, subject to the Second Priority Collateral Trust Agreement, the Second Priority Collateral Trustees shall have the right at any time, after the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. Also, subject to the Second Priority Collateral Trust Agreement, the Second Priority Collateral Trustees shall have the right at any time, after the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, to convert Security Collateral consisting of financial assets credited to the Securities Accounts to Security Collateral consisting of financial assets held directly by the Second Priority Collateral Trustees. (b) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, subject to the Remedies Limitations, such Grantor will cause the issuer thereof either (i) to register the Controlling Collateral Trustees as the registered owners of such security or (ii) to agree in an authenticated record with such Grantor and the Controlling Collateral Trustees that such issuer will comply with instructions with respect to such security originated by the Controlling Collateral Trustees without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Controlling Collateral Trustees. 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 Controlling Collateral Trustees, such Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder and the Borrower will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder. (c) Subject to the Second Priority Collateral Trust Agreement, with respect to any Security Collateral in which the Borrower has any right, title or interest and that constitutes a security entitlement in which the Second Priority Collateral Trustees are not the entitlement holders, the Borrower will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Second Priority Collateral Trustees as the entitlement holders of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with the Borrower and the Second Priority Collateral Trustees 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 Second Priority Collateral Trustees upon the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, 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 Second Priority Collateral Trustees (such agreement being a “Securities Account Control Agreement”). (d) The Borrower agrees that it will not add any securities intermediary that maintains a securities account for the Borrower or open any new securities account with any then existing Securities Intermediary unless (i) the Second Priority Collateral Trustees and the Required Second Priority Representatives shall have received at least 10 days’ prior written notice of such additional securities intermediary or such new securities account and (ii) the Second Priority Collateral Trustees shall have received, in the case of a Securities Account that is maintained by a Securities Intermediary that is not the Second Priority Corporate Trustee, a Securities Account Control Agreement authenticated by such new securities intermediary and the Borrower, or a supplement to an existing Securities Account Control Agreement with such then existing Securities Intermediary, covering such new securities account (and, upon the receipt by the Second Priority Collateral Trustees of such Securities Account Control Agreement or supplement, Schedule VI hereto shall be automatically amended to include such new Securities Account). The Borrower agrees that it will not terminate any Securities Account, except that the Borrower may terminate a Securities Account, if it gives the Second Priority Collateral Trustees and the Required Second Priority Representatives at least 10 days’ prior written notice of such termination (and, upon such termination, Schedule VI hereto shall be automatically amended to delete such Securities Intermediary and Securities Account). The Borrower will not 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 provisions of this Section 4 in order to continuously perfect the security interest granted hereunder in such Collateral. (e) Upon any termination by the Borrower of any Securities Account by the Borrower, or any Securities Intermediary with respect thereto, the Borrower will immediately transfer all funds and property held in such terminated Securities Account to another Securities Account listed in Schedule VI hereto. (f) Subject to the Second Priority Collateral Trust Agreement and upon the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, the Second Priority Collateral Trustees shall have the right to originate a Notice of Exclusive Control (as such term is defined in the applicable Securities Account Control Agreement) with respect to any Securities Account and thereafter shall have the sole and exclusive right to direct the disposition of the funds and assets with respect to any such Securities Account; provided, however that (i) the Securities Intermediary shall have received, prior to the receipt of the Notice of Exclusive Control from the Second Priority Collateral Trustees, a notice from the First Priority Collateral Trustees that the First Priority Security Interest (as defined in the applicable Securities Account Control Agreement) has been terminated or (ii) the First Priority Collateral Trustees shall have consented in writing to the origination of the Notice of Exclusive Control by the Second Priority Collateral Trustees.

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 Controlling Collateral Trustees pursuant to this Agreement and the Second Priority Collateral Trust Agreement 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 Controlling Collateral Trustees. Subject to Upon the Second Priority Collateral Trust Agreementoccurrence and during the continuance of an Actionable Default, the Second Priority Collateral Trustees shall have the right, at any time after the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, in their discretion and without notice to any GrantorPledgor, to transfer to or to register in the name of the Second Priority Collateral Trustees or any of their nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 10, and subject to the Remedies Limitations (as defined in Section 7(i)12(a). In addition, subject to the Second Priority Collateral Trust Agreement, the Second Priority Collateral Trustees shall have the right at any time, after the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. Also, subject to the Second Priority Collateral Trust Agreement, the Second Priority Collateral Trustees shall have the right at any time, after the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, time to convert Security Collateral consisting of financial assets credited to the any Securities Accounts Account of any Pledgor to Security Collateral consisting of financial assets held directly by the Second Priority Collateral Trustees, and to convert Security Collateral consisting of financial assets held directly by the Collateral Trustees to Security Collateral consisting of financial assets credited to such Securities Account. (b) With Subject to Section 5(e)(ii) of the 5-year Credit Agreement Amendment, with respect to any Security Collateral in which any Grantor Pledgor has any right, title or interest and that constitutes an uncertificated security, subject to the Remedies Limitations, such Grantor Pledgor will cause the issuer thereof either (i) to register the Controlling Collateral Trustees as the registered owners owner of such security or (ii) to agree in an authenticated record writing with such Grantor Pledgor and the Controlling Collateral Trustees that such issuer will comply with instructions with respect to such security originated by the Controlling Collateral Trustees without further consent of such GrantorPledgor, such authenticated record agreement to be in form and substance satisfactory to the Controlling Collateral Trustees. With respect to Each Pledgor which has issued any Security Collateral in which to any Grantor has any right, title or interest and that is not an uncertificated security, upon the request of the Controlling Collateral Trustees, other Pledgor hereby agrees with such Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder other Pledgor and the Borrower Collateral Trustees that it will notify each comply with instructions with respect to such issuer Security Collateral originated by the Collateral Trustees without further consent of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunderother Pledgor. (c) Subject to Section 5(e)(ii) of the Second Priority Collateral Trust Agreement5-year Credit Agreement Amendment, with respect to any Security Collateral in which the Borrower any Pledgor has any right, title or interest and that constitutes a security entitlement in which the Second Priority Collateral Trustees are not the entitlement holdersentitlement, the Borrower such Pledgor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Second Priority Collateral Trustees as the entitlement holders holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record writing with the Borrower such Pledgor and the Second Priority Collateral Trustees 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 Pledgor has a security entitlement) originated by the Second Priority Collateral Trustees upon the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, without further consent of such GrantorPledgor, such authenticated record agreement to be in substantially the form of Exhibit D hereto or otherwise in form and substance satisfactory to the Second Priority Collateral Trustees (such agreement being a “Securities Account Control Agreement”"SECURITIES ACCOUNT CONTROL AGREEMENT"). (d) The Borrower . Each Pledgor agrees that it will not add any securities intermediary that maintains a securities account for the Borrower establish or open any new additional securities account with any then existing Securities Intermediary in addition to those listed in Part C of Schedule I hereto, unless (i) the Second Priority Collateral Trustees and the Required Second Priority Representatives Trustee shall have received at least 10 days’ ' prior written notice of such additional securities intermediary or such new securities account addition and (ii) the Second Priority Collateral Trustees shall have received, in the case of a Securities Account that is maintained by a Securities Intermediary that is not the Second Priority Corporate Trustee, received a Securities Account Control Agreement authenticated by such new securities intermediary and the Borrower, (or a supplement to an existing Securities Account Control Agreement with such then existing Securities Intermediary, Agreement) covering such new securities account (andaccount, and upon the receipt by the Second Priority Collateral Trustees of such Securities Account Control Agreement (or supplement), Part C of Schedule VI I hereto shall be automatically amended to include such new Securities Account)securities account. The Borrower Each Pledgor agrees that it will not terminate any Securities Account, except that Account unless the Borrower may terminate a Securities Account, if it gives the Second Priority Collateral Trustees and the Required Second Priority Representatives shall have received at least 10 days’ ' prior written notice of such termination (and, upon such termination, Part C of Schedule VI I hereto shall be automatically amended to delete such Securities Intermediary and Securities Account.). The Borrower (d) No Pledgor will not 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 continuously perfect the security interest granted hereunder in such Collateral. (e) Upon any termination by the Borrower of any Securities Account by the Borrower, or any Securities Intermediary with respect thereto, the Borrower will immediately transfer all funds and property held in such terminated Securities Account to another Securities Account listed in Schedule VI hereto. (f) Subject to the Second Priority Collateral Trust Agreement and upon the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, the Second Priority Collateral Trustees shall have the right to originate a Notice of Exclusive Control (as such term is defined in the applicable Securities Account Control Agreement) with respect to any Securities Account and thereafter shall have the sole and exclusive right to direct the disposition of the funds and assets with respect to any such Securities Account; provided, however that (i) the Securities Intermediary shall have received, prior to the receipt of the Notice of Exclusive Control from the Second Priority Collateral Trustees, a notice from the First Priority Collateral Trustees that the First Priority Security Interest (as defined in the applicable Securities Account Control Agreement) has been terminated or (ii) the First Priority Collateral Trustees shall have consented in writing to the origination of the Notice of Exclusive Control by the Second Priority Collateral Trustees.

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 Controlling Collateral Trustees Agent pursuant to this Agreement and the Second Priority Collateral Trust Agreement 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 Controlling Collateral Trustees. Subject Agent, and no certificates shall be issued with respect to any entity which has Pledged Equity hereunder unless such certificates are duly pledged immediately to the Second Priority Collateral Trust Agreement, the Second Priority Agent hereunder. The Collateral Trustees Agent shall have the right, at any time after the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, in their its discretion and without notice to any Grantor, to transfer to or to register in the name of the Second Priority Collateral Trustees Agent or any of their its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 10, and subject to the Remedies Limitations (as defined in Section 7(i)14(a). In addition, subject to the Second Priority Collateral Trust Agreement, the Second Priority Collateral Trustees Agent shall have the right at any time, after the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. Also, subject to the Second Priority Collateral Trust Agreement, the Second Priority Collateral Trustees Agent shall have the right at any time, after the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, 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 Second Priority Collateral TrusteesAgent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to the Securities Accounts. (b) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, subject to the Remedies Limitations, such Grantor will cause the issuer thereof either (i) to register the Controlling Collateral Trustees Agent as the registered owners owner of such security or (ii) to agree in an authenticated record with such Grantor and the Controlling Collateral Trustees Agent that such issuer will comply with instructions with respect to such security originated by the Controlling Collateral Trustees Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Controlling Collateral Trustees. Agent. (c) 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 Controlling Collateral Trustees, such Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder and the Borrower will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder. (c) Subject to the Second Priority Collateral Trust Agreement, with respect to any Security Collateral in which the Borrower has any right, title or interest and that constitutes a security entitlement in which the Second Priority Collateral Trustees are Agent is not the entitlement holdersholder, the Borrower such Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Second Priority Collateral Trustees Agent as the entitlement holders holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with the Borrower such Grantor and the Second Priority Collateral Trustees 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 Second Priority Collateral Trustees upon the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, 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 Second Priority Collateral Trustees (such agreement being a “Securities Account Control Agreement”)Agent. (d) The Borrower agrees that it No Grantor will not add any securities intermediary that maintains a securities account for the Borrower or open any new securities account with any then existing Securities Intermediary unless (i) the Second Priority Collateral Trustees and the Required Second Priority Representatives shall have received at least 10 days’ prior written notice of such additional securities intermediary or such new securities account and (ii) the Second Priority Collateral Trustees shall have received, in the case of a Securities Account that is maintained by a Securities Intermediary that is not the Second Priority Corporate Trustee, a Securities Account Control Agreement authenticated by such new securities intermediary and the Borrower, or a supplement to an existing Securities Account Control Agreement with such then existing Securities Intermediary, covering such new securities account (and, upon the receipt by the Second Priority Collateral Trustees of such Securities Account Control Agreement or supplement, Schedule VI hereto shall be automatically amended to include such new Securities Account). The Borrower agrees that it will not terminate any Securities Account, except that the Borrower may terminate a Securities Account, if it gives the Second Priority Collateral Trustees and the Required Second Priority Representatives at least 10 days’ prior written notice of such termination (and, upon such termination, Schedule VI hereto shall be automatically amended to delete such Securities Intermediary and Securities Account). The Borrower will not 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 continuously perfect the security interest granted hereunder in such Collateral. (e) Upon any termination by the Borrower of any Securities Account by the Borrower, or any Securities Intermediary with respect thereto, the Borrower will immediately transfer all funds and property held in such terminated Securities Account to another Securities Account listed in Schedule VI hereto. (f) Subject to the Second Priority Collateral Trust Agreement and upon the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, the Second Priority Collateral Trustees shall have the right to originate a Notice of Exclusive Control (as such term is defined in the applicable Securities Account Control Agreement) with respect to any Securities Account and thereafter shall have the sole and exclusive right to direct the disposition of the funds and assets with respect to any such Securities Account; provided, however that (i) the Securities Intermediary shall have received, prior to the receipt of the Notice of Exclusive Control from the Second Priority Collateral Trustees, a notice from the First Priority Collateral Trustees that the First Priority Security Interest (as defined in the applicable Securities Account Control Agreement) has been terminated or (ii) the First Priority Collateral Trustees shall have consented in writing to the origination of the Notice of Exclusive Control by the Second Priority Collateral Trustees.

Delivery and Control of Security Collateral. (a) All certificates or instruments representing or evidencing Security Prior to any Collateral Transfer (as defined below), the Company's obligations with respect to delivery and control of the Collateral shall be delivered solely to and held by comply with the provisions of Section 4 of the First Priority Security Agreement. Pursuant to the First Priority Notes Intercreditor Agreement, in the event that (i) all of the Collateral is released from the Lien under the First Priority Notes Indenture, or (ii) the First Priority Notes Collateral Agent, acting on behalf of the Controlling First Priority Note Secured Parties (as defined in the First Priority Notes Intercreditor Agreement), has foreclosed or otherwise realized upon any or all of the Collateral, the First Priority Notes Collateral Trustees pursuant Agent is required to this Agreement transfer and the Second Priority Collateral Trust 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 Controlling Collateral Trustees. Subject deliver to the Second Priority Notes Collateral Trust AgreementAgent such portion of the Collateral remaining after satisfaction of all Secured Obligations (as defined in the First Priority Notes Indenture) then outstanding (the "TRANSFERRED COLLATERAL") and the making of such other payments as the First Priority Notes Collateral Agent is required to make pursuant to Section 14.05 of the First Priority Notes Indenture (such transfer and delivery, the a "COLLATERAL TRANSFER"). The Second Priority Notes Collateral Trustees Agent shall thereafter have the right, at any time after the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, in their its discretion and without with notice to any each Grantor, to transfer to or to register in the name of the Second Priority Notes Collateral Trustees Agent or any of their its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 10, and subject to the Remedies Limitations Collateral (as defined in Section 7(i)). In additionthe First Priority Security Agreement) included in the Transferred Collateral, subject provided, however, that in, the case of Security Collateral included in the Transferred Collateral consisting of Class B Shares of Hollinger International Inc., such rights to register Security Xxxxxxxral in the name of the Second Priority Notes Collateral Trust Agreement, the Second Priority Collateral Trustees Agent or any of its nominees shall have the right at any time, only be exercised only after the occurrence and during the continuance of a an Event of Default. In addition, the Second Priority Notes Collateral Trust Agreement Default, Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral included in the Transferred Collateral for certificates or instruments of smaller or larger denominations. Also, subject to the Second Priority Notes Collateral Trust Agreement, the Second Priority Collateral Trustees Agent shall have the right at any time, after the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, time to convert Security Collateral included in the Transferred Collateral consisting of financial assets credited to the Securities Accounts Collateral Account (as defined in the First Priority Notes Security Agreement) to Security Collateral consisting of financial assets held directly by the Second Priority Notes Collateral TrusteesAgent, and to convert Security Collateral included in the Transferred Collateral consisting of financial assets held directly by the Second Priority Notes Collateral Agent, to Security Collateral consisting of financial assets credited to the Collateral Accounts. (b) With From and after a Collateral Transfer, with respect to any Security Collateral included in the Transferred Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, subject to the Remedies Limitations, such Grantor will cause the issuer thereof either (i) to register the Controlling Second Priority Notes Collateral Trustees Agent as the registered owners owner of such security or (ii) to agree in an authenticated record with such Grantor and the Controlling Second Priority Notes Collateral Trustees Agent that such issuer will comply with instructions with respect to such security originated by the Controlling Second Priority Notes Collateral Trustees Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Controlling Second Priority Notes Collateral TrusteesAgent. With From and after a Collateral Transfer, with respect to any Security Collateral included in the Collateral, other than any Class B Shares of Hollinger International Inc., in which any Grantor has any rightrixxx, title xxxxe or interest and that is not an uncertificated security, upon the request of the Controlling Second Priority Notes Collateral TrusteesAgent, such Grantor will notify each such issuer of Pledged Equity (as defined in the First Priority Notes Security Agreement) that such Pledged Equity is subject to the security interest granted hereunder and the Borrower will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the second priority security interest granted hereunder. (c) Subject to the Second Priority From and after a Collateral Trust AgreementTransfer, with respect to any Security Collateral included in the Transferred Collateral, in which the Borrower any Grantor has any right, title or interest and that constitutes a security entitlement in which the Second Priority Notes Collateral Trustees are Agent is not the entitlement holdersholder, the Borrower such Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Second Priority Notes Collateral Trustees Agent as the entitlement holders holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with the Borrower such Grantor and the Second Priority Notes Collateral Trustees 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 Second Priority Notes Collateral Trustees upon the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit D B hereto or otherwise in form and substance satisfactory to the Second Priority Notes Collateral Trustees Agent (such agreement being a “Securities Account Control Agreement”an "ACCOUNT CONTROL AGREEMENT"). (d) The Borrower agrees that it From and after a Collateral Transfer, no Grantor will not add any securities intermediary that maintains a securities account for the Borrower or open any new securities account with any then existing Securities Intermediary unless (i) the Second Priority Collateral Trustees and the Required Second Priority Representatives shall have received at least 10 days’ prior written notice of such additional securities intermediary or such new securities account and (ii) the Second Priority Collateral Trustees shall have received, in the case of a Securities Account that is maintained by a Securities Intermediary that is not the Second Priority Corporate Trustee, a Securities Account Control Agreement authenticated by such new securities intermediary and the Borrower, or a supplement to an existing Securities Account Control Agreement with such then existing Securities Intermediary, covering such new securities account (and, upon the receipt by the Second Priority Collateral Trustees of such Securities Account Control Agreement or supplement, Schedule VI hereto shall be automatically amended to include such new Securities Account). The Borrower agrees that it will not terminate any Securities Account, except that the Borrower may terminate a Securities Account, if it gives the Second Priority Collateral Trustees and the Required Second Priority Representatives at least 10 days’ prior written notice of such termination (and, upon such termination, Schedule VI hereto shall be automatically amended to delete such Securities Intermediary and Securities Account). The Borrower will not change or add any securities intermediary that maintains any securities account in which any of the Collateral Transferred Collateral, other than any Class B Shares of Hollinger International Inc., is credited or carried, or change or add chanxx xx xxx any such securities account, in each case without first complying with the above provisions of this Section 4 in order to continuously perfect the second priority security interest granted hereunder in such Transferred Collateral. (e) Upon Not later than 10 business days after any termination by the Borrower of any Securities Account by the BorrowerCollateral Transfer, or any Securities Intermediary each Grantor with respect thereto, to Security Collateral included in the Borrower will immediately transfer Transferred Collateral shall (i) take and complete any and all funds action necessary in order to ensure that all beneficial and property registered ownership interests in each item of such Security Collateral are held in such terminated Securities Account to another Securities Account listed in Schedule VI hereto. by a single or two Grantors; (fii) Subject provide the Second Priority Notes Collateral Agent and/or any other Secured Party requesting the same with evidence satisfactory to the Second Priority Notes Collateral Trust Agreement Agent and/or such other Secured Party that all such action described in clause (i) above has been taken; and upon (iii) deliver to or in accordance with the occurrence and during the continuance instructions of a Second Priority Collateral Trust Agreement Default, the Second Priority Notes Collateral Trustees shall have Agent original stock certificates and stock powers originally executed in blank, all in form and substance satisfactory to the right to originate a Notice of Exclusive Control (as such term is defined Second Priority Notes Collateral Agent, reflecting any changes in the applicable Securities Account Control Agreement) ownership with respect to any Securities Account and thereafter shall have Security Collateral included in the sole and exclusive right to direct Transferred Collateral resulting from the disposition of the funds and assets with respect to any such Securities Account; provided, however that actions described in clause (i) the Securities Intermediary shall have received, prior to the receipt of the Notice of Exclusive Control from the Second Priority Collateral Trustees, a notice from the First Priority Collateral Trustees that the First Priority Security Interest (as defined in the applicable Securities Account Control Agreement) has been terminated or (ii) the First Priority Collateral Trustees shall have consented in writing to the origination of the Notice of Exclusive Control by the Second Priority Collateral Trusteesabove.

Delivery and Control of Security Collateral. (a) All certificates certificated securities or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Controlling Collateral Trustees Agent pursuant to this Agreement and the Second Priority Collateral Trust Agreement 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 Controlling Collateral TrusteesAgent. Subject to the Second Priority The Collateral Trust Agreement, the Second Priority Collateral Trustees shall have the right, at any time after the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, in their discretion and without notice to any Grantor, to transfer to or to register in the name of the Second Priority Collateral Trustees or any of their nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 10, and subject to the Remedies Limitations (as defined in Section 7(i)). In addition, subject to the Second Priority Collateral Trust Agreement, the Second Priority Collateral Trustees Agent shall have the right at any time, after the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. Also, subject to the Second Priority Collateral Trust Agreement, the Second Priority Collateral Trustees shall have the right at any time, after the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, to convert Security Collateral consisting of financial assets credited to the Securities Accounts to Security Collateral consisting of financial assets held directly by the Second Priority Collateral Trustees. (b) With respect to the Lock-Up Account and any Security Collateral that constitutes a security entitlement as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the Borrower will cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in which its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with the Borrower and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of the Borrower, 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) (c) With respect to any Grantor has any right, title or interest and Security Collateral that constitutes an uncertificated security, subject to the Remedies Limitations, such Grantor Borrower will cause the issuer thereof either (i) to register the Controlling Collateral Trustees Agent as the registered owners owner of such security or (ii) to agree in an authenticated record with such Grantor the Borrower and the Controlling Collateral Trustees Agent that such issuer will comply with instructions with respect to such security originated by the Controlling Collateral Trustees Agent without further consent of such Grantorthe Borrower, such authenticated record agreement to be in form and substance satisfactory to the Controlling Collateral Trustees. 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 Controlling Collateral Trustees, such Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder and the Borrower will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder. (c) Subject to the Second Priority Collateral Trust Agreement, with respect to any Security Collateral in which the Borrower has any right, title or interest and that constitutes a security entitlement in which the Second Priority Collateral Trustees are not the entitlement holders, the Borrower will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Second Priority Collateral Trustees as the entitlement holders of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with the Borrower and the Second Priority Collateral Trustees 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 Second Priority Collateral Trustees upon the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, 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 Second Priority Collateral Trustees Agent (such agreement being a an “Securities Account Uncertificated Security Control Agreement”). (d) The Borrower agrees that it will not add any securities intermediary that maintains a securities account for the Borrower or open any new securities account with any then existing Securities Intermediary unless (i) the Second Priority Collateral Trustees and the Required Second Priority Representatives Agent shall have received the right at least 10 days’ prior written notice any time to convert Security Collateral consisting of such additional securities intermediary or such new securities account and (ii) financial assets credited to the Second Priority Collateral Trustees shall have received, in the case of a Securities Account that is maintained by a Securities Intermediary that is not the Second Priority Corporate Trustee, a Securities Account Control Agreement authenticated by such new securities intermediary and the Borrower, or a supplement to an existing Securities Account Control Agreement with such then existing Securities Intermediary, covering such new securities account (and, upon the receipt Security Collateral consisting of financial assets held directly by the Second Priority Collateral Trustees Agent, and to convert Security Collateral consisting of such Securities Account Control Agreement or supplement, Schedule VI hereto shall be automatically amended to include such new Securities Account). The Borrower agrees that it will not terminate any Securities Account, except that the Borrower may terminate a Securities Account, if it gives the Second Priority Collateral Trustees and the Required Second Priority Representatives at least 10 days’ prior written notice of such termination (and, upon such termination, Schedule VI hereto shall be automatically amended to delete such Securities Intermediary and Securities Account). The Borrower will not change or add any securities intermediary that maintains any securities account in which any of financial assets held directly by the Collateral is Agent to Security Collateral consisting of financial assets credited or carried, or change or add any such securities account, in each case without first complying with to the provisions of this Section 4 in order to continuously perfect the security interest granted hereunder in such CollateralLock-Up Account. (e) Upon any termination by the Borrower of any Securities Account by the Borrower, or any Securities Intermediary with respect thereto, the Borrower will immediately transfer all funds and property held in such terminated Securities Account The balance from time to another Securities Account listed in Schedule VI hereto. (f) Subject to the Second Priority Collateral Trust Agreement and upon the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, the Second Priority Collateral Trustees shall have the right to originate a Notice of Exclusive Control (as such term is defined time in the applicable Securities Lock-Up Account Control Agreement) with respect to any Securities Account and thereafter shall have the sole and exclusive right to direct the disposition constitute part of the funds and assets with respect to any such Securities Account; provided, however that (i) the Securities Intermediary shall have received, prior to the receipt Collateral of the Notice of Exclusive Control from the Second Priority Collateral TrusteesLenders hereunder and, a notice from the First Priority Collateral Trustees that the First Priority except as otherwise provided herein, shall not constitute payment Security Interest (as defined in the applicable Securities Account Control Agreement) has been terminated or (ii) the First Priority Collateral Trustees shall have consented in writing to the origination of the Notice of Exclusive Control by the Second Priority Collateral Trustees.Agreement 07771-0276/LEGAL17986459.2 5/4/10