Common use of Delivery and Control Clause in Contracts

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With Each Grantor agrees that with respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it such Grantor shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially agreement, in form and substance satisfactory to the form of Exhibit C hereto Collateral Agent, pursuant to which it such securities intermediary shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such GrantorGrantor and shall establish the Collateral Agent shall have “control” (within the meaning of Section 9106 of the UCC) over such Securities Accounts or Securities Entitlements. With respect to any Investment Related Property that is a “Deposit Account,” it such Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially agreement, in form and substance satisfactory to the Collateral Agent, pursuant to which the depositary institution shall agree to comply with the Collateral Agent’s instructions without further consent by such Grantor and shall establish the Collateral Agent shall have “control” (within the meaning of Section 9104 of the UCC) over such Deposit Account. With respect to any Investment Related Property that is a “Commodity Account,” such Grantor shall cause the commodity intermediary maintaining such account to enter into an agreement, in form of Exhibit D heretoand substance satisfactory to the Collateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 9106 of the UCC) over such Deposit Commodity Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Datedate hereof, as of on or prior to the Credit Date date hereof and (ii) any Securities Accounts, Securities Entitlements Entitlements, Deposit Accounts or Deposit Commodity Accounts that are created or acquired after the Credit Datedate hereof, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts, Deposit Accounts or Deposit Commodity Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it each Grantor shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an a securities account control agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such any Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it each Grantor shall cause the depositary depository institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretoa deposit account control agreement, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the New York UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. . (ii) In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure ensure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to or consent of any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to or consent of any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “Trustee's "entitlement orders” " without further consent by such Grantor. With respect to any Investment Related Property that is a “"Deposit Account,” " it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent Trustee shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “"control” " (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral AgentTrustee. Upon the occurrence of an Event of Default, the Collateral Agent Trustee shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent Trustee shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities EntitlementsEntitlements (other than Excluded Accounts), it each Grantor shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in acceptable to the form of Exhibit C hereto securities intermediary, the Administrative Agent and the Collateral Agent, which is effective to establish “control” under the UCC pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it Account (other than Excluded Accounts), each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in reasonably acceptable to the form of Exhibit D heretodepositary institution, the Administrative Agent and the Collateral Agent, which is effective to establish “control” under the UCC, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (iA) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Excluded Accounts) that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (iiB) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Excluded Accounts) that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoingabove exclusions for Excluded Accounts, if any issuer the provisions of this Section 4.4.4(b) shall not apply with respect to any Investment Related Property is located in a jurisdiction outside to the extent constituting Excluded Collateral. In the case of the United Statesany Investment Account, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case so long as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an no Event of DefaultDefault has occurred and is continuing, the Collateral Agent agrees, subject to the terms of the Disbursement Agreement, the Credit Agreement and the other Loan Documents, that it shall have the right, without notice not give any orders or instructions to any Grantorapplicable depositary institution or securities intermediary concerning or directing the disposition, transfer, withdrawal, disbursement or investment of any funds in or credited to transfer all or any portion of the such Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominationsAccount.

Delivery and Control. (i) With Each Grantor agrees that with respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially agreement, in form and substance satisfactory to the form of Exhibit C hereto Secured Party, pursuant to which it shall agree to comply with the Collateral AgentSecured Party’s “entitlement orders” without further consent by such GrantorGrantor and shall establish the Secured Party shall have “control” (within the meaning of Section 9-106 of the UCC) over such Securities Accounts or Securities Entitlements. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially agreement, in form and substance satisfactory to the form of Exhibit D heretoSecured Party, pursuant to which the Collateral Agent depositary institution shall agree to comply with the Secured Party’s instructions without further consent by such Grantor and shall establish the Secured Party shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. With respect to any Investment Related Property that is a “Commodity Account,” it shall cause the commodity intermediary maintaining such account to enter into an agreement, in form and substance satisfactory to the Secured Party, pursuant to which the Secured Party shall have “control” (within the meaning of Section 9-106 of the UCC) over such Commodity Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Representation Date, as of or prior to the Credit Representation Date and (ii) any Securities Accounts, Securities Entitlements Entitlements, Deposit Accounts or Deposit Commodity Accounts that are created or acquired after the Credit Representation Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts, Deposit Accounts or Deposit Commodity Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. Each Grantor shall have entered into a Control Agreement in accordance with the deadline set forth in Section 5.14 of the Credit Agreement of 30 days after the date hereof, with respect to: (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to and any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such other than any Excluded Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts), Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts, except, in each case, with respect to Excluded Deposit Accounts. With respect to any Securities Accounts or Securities Entitlements, in accordance with the deadline set forth in Section 5.14 of the Credit Agreement of 30 days after the date hereof, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into a Control Agreement pursuant to which such securities intermediary agrees to comply with the “entitlement orders” given by the ABL Collateral Agent or, after Discharge of the First Lien Obligations, given by the Collateral Trustee, without further consent by such Grantor. With respect to any Deposit Account that is not an Excluded Deposit Account, in accordance with the deadline set forth in Section 5.14 of the Credit Agreement of 30 days after the date hereof, it shall cause the depositary institution maintaining such account to enter into a Control Agreement. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral AgentTrustee. Upon the occurrence of an Event of Default, the Collateral Agent Trustee shall have the right, without notice to any Grantor, (a) to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, agent or (b) to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, at the request of Agent, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto and substance reasonably satisfactory to Agent pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” (other than any Exempt Deposit Account), including the Collections Account and any other Dominion Accounts, subject to the provisions of Sections 5.16 and 6.18 of the Credit Agreement, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D B hereto, or in other form reasonably satisfactory to Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Subject to Section 5.16 of the Credit Agreement, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Exempt Deposit Accounts) that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Exempt Deposit Accounts) that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, at the request of Agent, each Grantor shall take such additional actions, including, without limitation, causing (in the case of Investment Related Property issued by a Subsidiary of a Grantor) or using commercially reasonable efforts to cause (in the case of all other Investment Related Property) such issuer to register the pledge on its books and records or making such filings or recordings, in each case case, as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its Agent’s name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any timetime during the continuance of an Event of Default, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree agree, subject to the Intercreditor Agreement, to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that Deposit Account which is not a “Deposit Store Account,” , it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which which, subject to the Intercreditor Agreement, the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Controlled Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts not constituting Store Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Controlled Deposit Accounts. . (ii) In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actionsactions at the request of Collateral Agent, including, without limitation, causing using commercially reasonable efforts to cause the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or otherwise reasonably acceptable to the Priority Lien Collateral Trustee) pursuant to which it shall agree to comply with the Priority Lien Collateral AgentTrustee’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretohereto (or otherwise reasonably acceptable to the Priority Lien Collateral Trustee) (a “Deposit Account Control Agreement”), pursuant to which the Priority Lien Collateral Agent Trustee shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) ), subject to the terms of the Intercreditor Agreement, and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account; provided that the Grantors shall not be required to comply with this sentence with respect to Deposit Accounts that (A) are used exclusively to fund payroll or (B) have an aggregate balance for all such Deposit Accounts of $2,500,000 or less. Each Subject to the proviso to the immediately preceding sentence, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. If any Grantor fails to comply with this covenant with respect to Deposit Accounts, such Grantor shall have ten (10) days to either (x) transfer funds in an amount sufficient to bring such Grantor into compliance with this covenant from Deposit Accounts not covered by Deposit Account Control Agreements to Deposit Accounts covered by Deposit Account Control Agreements or (y) enter into one or more Deposit Account Control Agreements with the Priority Lien Collateral Trustee and the depository institutions at which such Deposit Accounts are not covered by Deposit Account Control Agreements maintained in accordance with the provisions of this Section 4.4.4(c) such that Grantors will then be in compliance with this covenant. Failure to comply within such ten (10) day period shall constitute an Event of Default. (ii) In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Priority Lien Collateral AgentTrustee, unless the Priority Lien Collateral Trustee, in its reasonable judgment, determines that the cost of such actions is excessive relative to the value of such Investment Related Property or that such actions would materially interfere with the Grantor’s ability to use a Securities Account or Deposit Account in the ordinary course of business. Upon the occurrence and during the continuation of an Event of Default, the Priority Lien Collateral Agent Trustee shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Priority Lien Collateral Agent Trustee shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With To the extent required by subsection 6.11 of the Credit Agreement, with respect to any Investment Related Property consisting of Securities Accounts or Securities EntitlementsEntitlements (except with respect to Securities Accounts and Securities Entitlements with a maximum balance of less than $500,000 individually or $1,000,000 in the aggregate at all times), it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in a form acceptable to the form of Exhibit C hereto securities intermediary and the Collateral Agent which is effective to establish “control” under the UCC), pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With To the extent required by subsection 6.11 of the Credit Agreement, with respect to any Investment Related Property that is a “Deposit Account,” (except with respect to Deposit Accounts with a maximum balance of less than $500,000 individually or $1,000,000 in the aggregate at all times), it shall cause the depositary institution maintaining such account to enter into an agreement substantially in a form acceptable to the form of Exhibit D heretodepositary institution and the Collateral Agent which is effective to establish “control” under the UCC, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each To the extent required by subsection 6.11 of the Credit Agreement (except with respect to Securities Accounts, Securities Entitlements and Deposit Accounts with a maximum balance of less than $500,000 individually or $1,000,000 in the aggregate at all times), each Grantor shall have entered into such control agreement or agreements with respect to: (iA) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (iiB) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In the case of any Deposit Account, so long as no Event of Default has occurred and is continuing, the Collateral Agent agrees that it shall not give any orders or instructions to the applicable depositary institution concerning or directing the disposition, transfer, withdrawal or disbursement of any funds in or credited to such Deposit Account. (ii) In addition to the foregoing, if any issuer of any Investment Related Property (other than Investment Related Property having a value of less than $500,000 individually or $1,000,000 in the aggregate at all times) is located in a jurisdiction outside of the United States, each Grantor shall promptly notify the Collateral Agent thereof and take upon the reasonable request of the Collateral Agent such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With Grantor agrees that with respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it such Grantor shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially agreement, in form and substance satisfactory to the form of Exhibit C hereto Collateral Agent, pursuant to which it such securities intermediary shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such GrantorGrantor and shall establish the Collateral Agent shall have “control” (within the meaning of Section 9106 of the UCC) over such Securities Accounts or Securities Entitlements. With respect to any Investment Related Property that is a “Deposit Account,” it such Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially agreement, in form and substance satisfactory to the Collateral Agent, pursuant to which the depositary institution shall agree to comply with the Collateral Agent’s instructions without further consent by such Grantor and shall establish the Collateral Agent shall have “control” (within the meaning of Section 9104 of the UCC) over such Deposit Account. With respect to any Investment Related Property that is a “Commodity Account,” such Grantor shall cause the commodity intermediary maintaining such account to enter into an agreement, in form of Exhibit D heretoand substance satisfactory to the Collateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 9106 of the UCC) over such Deposit Commodity Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Datedate hereof, as of on or prior to the Credit Date date hereof and (ii) any Securities Accounts, Securities Entitlements Entitlements, Deposit Accounts or Deposit Commodity Accounts that are created or acquired after the Credit Datedate hereof, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts, Deposit Accounts or Deposit Commodity Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property Accounts consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or otherwise reasonably acceptable to the Collateral Agent) pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretohereto (or otherwise reasonably acceptable to the Collateral Agent) (a “Deposit Account Control Agreement”), pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) ), subject to the terms of the Intercreditor Agreement, and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account; provided that the Grantors shall not be required to comply with this sentence with respect to Deposit Accounts that (A) are used exclusively to fund payroll or (B) have an aggregate balance for all such Deposit Accounts of $2,500,000 or less. Each Subject to the proviso to the immediately preceding sentence, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. If any Grantor fails to comply with this covenant with respect to Deposit Accounts, such Grantor shall have ten (10) days to either (x) transfer funds in an amount sufficient to bring such Grantor into compliance with this covenant from Deposit Accounts not covered by Deposit Account Control Agreements to Deposit Accounts covered by Deposit Account Control Agreements or (y) enter into one or more Deposit Account Control Agreements with the Collateral Agent and the depository institutions at which such Deposit Accounts are not covered by Deposit Account Control Agreements maintained in accordance with the provisions of this Section 4.4.4(c) such that Grantors will then be in compliance with this covenant. Failure to comply within such ten (10) day period shall constitute an Event of Default. (ii) In addition to the foregoing, if any issuer of any Investment Related Property included in the Collateral is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent, unless the Collateral Agent, in its reasonable judgment, determines that the cost of such actions is excessive relative to the value of such Investment Related Property or that such actions would materially interfere with the Grantor’s ability to use a Securities Account or Deposit Account in the ordinary course of business. Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the such Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any such Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. Grantor agrees that with respect to any Pledged Equity Interest or Pledged Debt hereafter acquired by such Grantor, it shall comply with the provisions of this subsection (iiii) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Collateral Agent. With respect to any Pledged Equity Interest or Pledged Debt that is represented by a certificate or that is an “instrument” (other than any Investment Related Property consisting credited to a Securities Account) such Grantor shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Pledged Equity Interest or Pledged Debt that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Accounts or Securities EntitlementsAccount), it such Grantor shall cause the securities intermediary maintaining issuer of such Securities Account uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or Securities Entitlement (ii) execute an agreement, in form and substance satisfactory to enter into an agreement substantially in the form of Exhibit C hereto Collateral Agent, pursuant to which it shall agree such issuer agrees to comply with the Collateral Agent’s “entitlement orders” instructions with respect to such uncertificated security without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if If any issuer of any Investment Related Property Pledged Equity Interest or Pledged Debt is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property Pledged Equity Interest or Pledged Debt to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property Pledged Equity Interest or Pledged Debt for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With Except as otherwise permitted under the Credit Agreement (including, without limitation, with respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlementssubject to a Permitted Lien), it no Grantor shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and grant “control” (within the meaning of Section such term under Article 9-104 106 of the UCC) over any Investment Related Property to any Person other than the Collateral Agent or its nominee, and, subject to the Intercreditor Agreement, the ABL Collateral Agent. (ii) Upon entering into a Deposit Account Control Agreement covering a Deposit Account, the Collateral Agent will have a security interest in each such Deposit Account (other than the Excluded Accounts), which security interest is perfected by Control. So long as any ABL Debt is outstanding and similar requirements on the Grantors exist with respect thereto, no Grantor shall hereafter establish and maintain any Deposit Account (other than any Excluded Account) unless (1) such Bank shall be reasonably acceptable to the Collateral Agent and (2) such Bank and such Grantor shall promptly enter into and deliver to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Grantor with respect to funds from time to time credited to any Deposit Account (A) at any time, in the case of an Excluded Account, and (B) unless an Event of Default has occurred and is continuing. Each Grantor agrees that once the Collateral Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (that is not any Excluded Account)) such Grantor shall have entered into such control agreement not give any instructions or agreements orders with respect to: (i) any Securities Accounts, Securities Entitlements or to such Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, Account including, without limitation, causing the issuer to register the pledge on its books and records instructions for distribution or making transfer of any funds in such filings Deposit Account. (iii) Upon entering into an applicable Control Agreement covering a Securities Account or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of DefaultCommodity Account, the Collateral Agent will have a security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control. So long as any ABL Debt is outstanding and similar requirements on the Grantors exist with respect thereto, no Grantor shall have hereafter establish and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (1) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the rightCollateral Agent and (2) such Securities Intermediary or Commodity Intermediary, without notice as the case may be, and such Grantor shall promptly enter into and deliver a Control Agreement with respect to any Grantorsuch Securities Account or Commodity Account, to transfer all or any portion of as the Investment Related Property to its name or the name of its nominee or agentcase may be. In addition, The Collateral Agent agrees with each Grantor that the Collateral Agent shall have not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the right at exercise of any timewithdrawal or dealing rights by such Grantor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. Each Grantor agrees that once the Collateral Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account such Grantor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without notice to any Grantorlimitation, to exchange any certificates instructions for investment, distribution or instruments representing transfer of any Investment Related Property for certificates or instruments financial asset maintained in such Securities Account or Commodity Account. (iv) As between the Collateral Agent and the Grantors, the Grantors shall bear the investment risk with respect to the Investment Property and Pledged Securities, and the risk of smaller loss of, damage to, or larger denominationsthe destruction of the Investment Property and Pledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other person.

Delivery and Control. Each Grantor agrees that with respect to any Pledged Equity Interest or Pledged Debt in which it currently has rights it shall comply with the provisions of this subsection (iiii) on or before the Representation Date and with respect to any Pledged Equity Interest or Pledged Debt hereafter acquired by such Grantor it shall comply with the provisions of this subsection (iii) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Secured Party. With respect to any Pledged Equity Interest or Pledged Debt that is represented by a certificate or that is an “instrument” (other than any Investment Related Property consisting credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Secured Party, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Pledged Equity Interest or Pledged Debt that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Accounts or Securities EntitlementsAccount), it shall cause the securities intermediary maintaining issuer of such Securities Account uncertificated security to either (i) register the Secured Party as the registered owner thereof on the books and records of the issuer or Securities Entitlement (ii) execute an agreement, in form and substance satisfactory to enter into an agreement substantially in the form of Exhibit C hereto Secured Party, pursuant to which it shall agree such issuer agrees to comply with the Collateral AgentSecured Party’s “entitlement orders” instructions with respect to such uncertificated security without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if If any issuer of any Investment Related Property Pledged Equity Interest or Pledged Debt is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral AgentSecured Party. Upon the occurrence of an Event of Default, the Collateral Agent Secured Party shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property Pledged Equity Interest or Pledged Debt to its name or the name of its nominee or agent. In addition, the Collateral Agent Secured Party shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property Pledged Equity Interest or Pledged Debt for certificates or instruments of smaller or larger denominations.

Delivery and Control. Each Grantor agrees that with respect to any Pledged Equity Interest or Pledged Debt hereafter acquired by such Grantor, it shall comply with the provisions of this subsection (iiii) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Collateral Agent. With respect to any Pledged Equity Interest or Pledged Debt that is represented by a certificate or that is an “instrument” (other than any Investment Related Property consisting credited to a Securities Account) such Grantor shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Pledged Equity Interest or Pledged Debt that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Accounts or Securities EntitlementsAccount), it such Grantor shall cause the securities intermediary maintaining issuer of such Securities Account uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or Securities Entitlement (ii) execute an agreement, in form and substance satisfactory to enter into an agreement substantially in the form of Exhibit C hereto Collateral Agent, pursuant to which it shall agree such issuer agrees to comply with the Collateral Agent’s “entitlement orders” instructions with respect to such uncertificated security without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if If any issuer of any Investment Related Property Pledged Equity Interest or Pledged Debt is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, subject to any contractual restrictions relating to the right to transfer the shares of capital stock of Oryxe Energy International, Inc. held by Prolong International Corporation as in effect on the date hereof, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property Pledged Equity Interest or Pledged Debt to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property Pledged Equity Interest or Pledged Debt for certificates or instruments of smaller or larger denominations.

Delivery and Control. Each Grantor shall have entered into a Control Agreement with respect to: (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to and any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit other than any Excluded Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts), Securities Entitlements or Deposit Accounts that exist on the Credit Date, as Closing Date (subject to Section 5.14 of or prior to the Credit Date Agreement) and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts, except, in each case, with respect to Deposit Accounts set forth in the proviso of the preceding sentence. With respect to any Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into a Control Agreement pursuant to which such securities intermediary agrees, after the occurrence of a Cash Dominion Event and the delivery by the Administrative Agent of a Control Notice, to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Deposit Account that is not an Excluded Account, it shall cause the depositary institution maintaining such account to enter into a Control Agreement, pursuant to which such depositary institution agrees, after the occurrence of a Cash Dominion Event and the delivery by the Administrative Agent of a Control Notice, to direct disposition of the funds in the Deposit Account on each Business Day to the Collateral Account without further consent by such Grantor. Upon the occurrence and during the continuance of a Cash Dominion Event, the Administrative Agent may deliver a Control Notice to the applicable securities intermediary or depositary institution at which any Securities Accounts or Securities Entitlements, or any Depositary Accounts that are not Excluded Accounts is maintained. Notwithstanding the foregoing, so long as any obligations under the Term Loan Credit Agreement shall remain outstanding, the foregoing requirements for control shall be deemed satisfied if the Term Loan Collateral Agent (or its agents or bailees) shall have control (within the meaning of any applicable legal requirement for perfection) over such Investment Related Property. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the such issuer that is a Grantor or Subsidiary of a Grantor to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisablereasonably necessary, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Administrative Agent. Upon the occurrence and during the continuation of an Event of Default, the Collateral Administrative Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Administrative Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property included in the Collateral consisting of Securities Accounts or Securities EntitlementsEntitlements (other than Excluded Securities Accounts), it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in form and substance reasonably acceptable to the form of Exhibit C hereto Administrative Agent, pursuant to which it shall agree to comply with the Collateral Administrative Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” (other than Excluded Deposit Accounts), it shall cause the depositary institution maintaining such account to enter into an agreement substantially in form and substance reasonably acceptable to the form of Exhibit D heretoAdministrative Agent, pursuant to which the Collateral Administrative Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) to any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Excluded Securities Accounts and/or Excluded Deposit Accounts) that exist on the Credit Closing Date within 60 days after the Closing Date, as of or prior to the Credit Date and and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Excluded Securities Accounts and/or Excluded Deposit Accounts) that are created or acquired after the Credit Closing Date, as within 30 days of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to , or such later date as the foregoing, if any issuer of any Investment Related Property is located Administrative Agent may agree in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agentsole discretion. Upon the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent shall have the right, without notice subject to any GrantorSection 7 of this Agreement, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, agent and to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts (other than Exempt Securities Accounts) or Securities EntitlementsEntitlements with balance in excess of $1,000,000 individually and $5,000,000 in the aggregate, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into into, within 30 days after the opening of such Securities Account, an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” (other than the Exempt Deposit Accounts) it shall cause the depositary institution maintaining such account to enter into into, within 30 days after the opening of such Deposit Account, an agreement substantially in the form of Exhibit D heretohereto or otherwise reasonably satisfactory to the Collateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts (other than Exempt Securities Accounts), Securities Entitlements or Deposit Accounts (other than the Exempt Deposit Accounts) that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts (other than Exempt Securities Accounts), Securities Entitlements or Deposit Accounts (other than the Exempt Deposit Accounts) that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property Property, with a value in excess of $1,000,000 individually and $5,000,000 in the aggregate, is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property (other than the Cash Collateral Accounts) consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” Account (other than the Cash Collateral Accounts), it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretohereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Effective Date, as of or prior to the Credit Effective Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Effective Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts; (ii) With respect to the Proceeds Collateral Account, Vonage America shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E-1 hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent pursuant to which (i) the Collateral Agent shall have “control” (within the meaning of Section 9-104 of the UCC) over such account and (ii) such account shall at all times remain under the sole dominion and control of the Collateral Agent. Each Grantor acknowledges and agrees that such Grantor shall have no right of access to or withdrawal from the Proceeds Collateral Account except to the extent explicitly set forth in Section 2.4 of the Credit Agreement; and (iii) With respect to the Concentration Account, Vonage America shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E-2 hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent pursuant to which (i) the Collateral Agent shall have “control” (within the meaning of Section 9-104 of the UCC) over such account and (ii) such account shall at all times remain under the sole dominion and control of the Collateral Agent. Each Grantor acknowledges and agrees that such Grantor shall have no right of access to or withdrawal from the Concentration Account except to the extent explicitly set forth in Section 5.16 of the Credit Agreement. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities EntitlementsAccounts, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each To the extent required by the Credit Agreement, each Grantor shall have entered use commercially reasonable efforts to enter into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements Accounts or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements Accounts or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements securities entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional commercially reasonable actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the rightright subject to the Intercreditor Agreement, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any timetime subject to the Intercreditor Agreement, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (ia) Subject to the requirements of Section 11.1 of the Master Agreement, upon FRBNY’s written or oral request, or promptly at any time that Citigroup becomes subject to any mandatory collateral delivery requirements that may be established in writing by FRBNY, and in either case from time to time thereafter, Citigroup and each Citigroup Affiliate Pledgor promptly shall deliver or cause to be delivered to FRBNY, or to a custodian or nominee designated by FRBNY, all or any portion of the Collateral as determined by FRBNY. The Collateral delivered to FRBNY or to a custodian or nominee designated by FRBNY shall be endorsed or assigned by Citigroup or any such Citigroup Affiliate Pledgor as directed by FRBNY. Citigroup and each Citigroup Affiliate Pledgor shall obtain from any custodian of the Collateral an acknowledgment by the custodian of FRBNY’s interest in the Collateral in compliance with the Uniform Commercial Code of the applicable jurisdiction. (b) With respect to any Investment Related Property consisting Covered Assets that are “uncertificated securities” for purposes of Securities Accounts any applicable Uniform Commercial Code, upon the request of FRBNY, Citigroup or Securities Entitlementsthe relevant Citigroup Affiliate Pledgor shall cause the issuer of such uncertificated security to either (i) register FRBNY as the registered owner thereof on the books and records of the issuer or (ii) execute a control agreement substantially in the form of Exhibit B hereto, it pursuant to which such issuer agrees to comply with FRBNY’s instructions with respect to such uncertificated security without further consent from Citigroup or the relevant Citigroup Affiliate Pledgor. (c) With respect to any Covered Assets that are “securities accounts” or “securities entitlements” for purposes of any applicable Uniform Commercial Code (other than securities accounts of Citigroup or a Citigroup Affiliate Pledgor at FRBNY), upon the request of FRBNY, Citigroup or the relevant Citigroup Affiliate Pledgor shall cause the securities intermediary maintaining such Securities Account securities account or Securities Entitlement securities entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral AgentFRBNY’s “entitlement orders” without further consent by Citigroup or such Grantor. Citigroup Affiliate Pledgor. (d) With respect to any Investment Related Property that is “deposit accounts” for purposes of any applicable Uniform Commercial Code to which any proceeds of any Covered Assets are or may be on deposit from time to time (other than deposit accounts of Citigroup or a “Deposit Account,” it Citigroup Affiliate Pledgor at FRBNY), Citigroup or the relevant Citigroup Affiliate Pledgor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent FRBNY shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominationsaccount.

Delivery and Control. (i) With Except as otherwise permitted under the Credit Agreement (including, without limitation, with respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlementssubject to a Permitted Lien), it no Grantor shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and grant “control” (within the meaning of Section such term under Article 9-104 106 of the UCC) over any Investment Related Property to any Person other than the Collateral Agent or its nominee, and, subject to the Intercreditor Agreement, the ABL Collateral Agent. (ii) Upon entering into a Deposit Account Control Agreement covering a Deposit Account, the Collateral Agent will have a security interest in each such Deposit Account (other than the Excluded Accounts), which security interest is perfected by Control. So long as any ABL Debt is outstanding and similar requirements on the Grantors exist with respect thereto, no Grantor shall hereafter establish and maintain any Deposit Account (other than any Excluded Account) with any Bank unless (1) such Bank shall be reasonably acceptable to the Collateral Agent and (2) such Bank and such Grantor shall promptly enter into and deliver to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Grantor with respect to funds from time to time credited to any Deposit Account (A) at any time, in the case of an Excluded Account, and (B) unless an Event of Default has occurred and is continuing. Each Grantor agrees that once the Collateral Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (that is not an Excluded Account)) such Grantor shall have entered into such control agreement not give any instructions or agreements orders with respect to: (i) any Securities Accounts, Securities Entitlements or to such Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, Account including, without limitation, causing the issuer to register the pledge on its books and records instructions for distribution or making transfer of any funds in such filings Deposit Account. (iii) Upon entering into an applicable Control Agreement covering a Securities Account or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of DefaultCommodity Account, the Collateral Agent will have a security interest in each such Securities Account and Commodity Account, which security interest is perfected by Control. So long as any ABL Debt is outstanding and similar requirements on the Grantors exist with respect thereto, no Grantor shall have hereafter establish and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless (1) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the rightCollateral Agent and (2) such Securities Intermediary or Commodity Intermediary, without notice as the case may be, and such Grantor shall promptly enter into and deliver a Control Agreement with respect to any Grantorsuch Securities Account or Commodity Account, to transfer all or any portion of as the Investment Related Property to its name or the name of its nominee or agentcase may be. In addition, The Collateral Agent agrees with each Grantor that the Collateral Agent shall have not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the right at exercise of any timewithdrawal or dealing rights by such Grantor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. Each Grantor agrees that once the Collateral Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account such Grantor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without notice to any Grantorlimitation, to exchange any certificates instructions for investment, distribution or instruments representing transfer of any Investment Related Property for certificates or instruments financial asset maintained in such Securities Account or Commodity Account. (iv) As between the Collateral Agent and the Grantors, the Grantors shall bear the investment risk with respect to the Investment Property and Pledged Securities, and the risk of smaller loss of, damage to, or larger denominationsthe destruction of the Investment Property and Pledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other person.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (with only such changes as may be approved by Collateral Agent) pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” (other than any Excluded Account), it shall cause the depositary institution maintaining such account to enter into an a deposit account control agreement substantially in the form of Exhibit D heretohereto (with only such changes as may be approved by Collateral Agent), pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than any Excluded Account) that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than any Excluded Account) that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. . (ii) In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, upon the occurrence and during the continuation of an Event of Default, Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto a Securities Account Control Agreement pursuant to which it shall agree to comply with the Collateral Agent’s “'s "entitlement orders” " without further consent by such Grantor. With respect to any Investment Related Property that is a “"Deposit Account,” " it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretoa Deposit Account Control Agreement, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “"control” " (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. . (ii) In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing using commercially reasonable efforts to cause the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon Subject to the provisions of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, subject to the provisions of the Intercreditor Agreement, the Collateral Agent shall have the right at any timetime during the continuance of an Event of Default, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i1) With respect to any Investment Related Property consisting of Securities Accounts or Securities EntitlementsEntitlements having amounts on deposit in excess of $50,000 individually or $100,000 in the aggregate, within the time periods provided by the Credit Agreement, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto a Securities Account Control Agreement pursuant to which it shall agree to to, among other things, comply with the Collateral Administrative Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” (other than Deposit Accounts (1) having amounts on deposit in an amount in excess of $50,000 individually or $100,000 in the aggregate, or (2) specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s employees), it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretoa Deposit Account Control Agreement, pursuant to which the Collateral Administrative Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered enter into such control agreement or agreements with respect to: (ix) any Securities Accounts, Securities Entitlements or Deposit Accounts having amounts on deposit in excess of $50,000 individually or $100,000 in the aggregate that exist on the Credit Closing Date, as of or prior to within the time periods provided in the Credit Date Agreement, and (iiy) any Securities Accounts, Accounts or Securities Entitlements having amounts on deposit in excess of $50,000 individually or $100,000 in the aggregate or Deposit Accounts (other than Deposit Accounts (1) having amounts on deposit in an amount in excess of $50,000 individually or $100,000 in the aggregate, or (2) specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for any Grantor’s employees) that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if . (2) If any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, including causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws Laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest and Lien of the Collateral Administrative Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Administrative Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall shall, to the extent required under the Credit Agreement, within sixty (60) days of the request by the Collateral Agent (or such extended period of time as agreed to by the Collateral Agent), cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto or such other form reasonably acceptable to the Collateral Agent, pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall shall, to the extent required under the Credit Agreement, within sixty (60) days of the request by the Collateral Agent (or such extended period of time as agreed to by the Collateral Agent), cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretohereto or such other form reasonably acceptable to the Collateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Unless otherwise in accordance with the Credit Agreement, each Grantor shall have entered into such control agreement or agreements agreements, to the extent required under the Credit Agreement and upon request by the Collateral Agent, with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to no later than the Quarterly Reporting Date following the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, if requested by the Collateral Agent, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisablereasonably requested by the Collateral Agent, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account Accounts or Securities Entitlement (other than Excluded Accounts) to enter into an agreement substantially in the form reasonably acceptable by the Collateral Agent hereto at the instruction of Exhibit C hereto the Required Lenders pursuant to which which, it shall agree agree, upon written notice from the Collateral Agent, to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” (other than an Excluded Account), it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretoagreement, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. The Grantors shall deposit or cause to be deposited promptly all proceeds in respect of any Collateral, all collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Grantor only into Deposit Accounts that are subject to a Control Agreement. At all times when an Event of Default is not continuing, the Grantors shall have full access to the cash on deposit in such Deposit Accounts, and the Collateral Agent agrees not to deliver a control notice or take any other action to control such Deposit Accounts unless and until an Event of Default has occurred and is continuing. Upon the occurrence and during the continuation of an Event of Default, with respect to any Deposit Account (other than an Excluded Account), the Collateral Agent may give instructions and directions to such bank or depositary institution to wire all amounts on deposit in such Deposit Account each Business Day to the Collateral Account, which such instructions and directions shall constitute a “Cash Dominion Event”. All amounts received or deposited into the Administrative Agent’s Account after the occurrence and during the continuation of a Cash Dominion Event shall be applied to the payment of the outstanding Obligations in accordance with the Financing Agreement. Each Grantor shall have entered into such control agreement or agreements with respect to: (iA) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Excluded Accounts) that exist on the Credit Closing Date, as of or prior to the Credit Date date that is 45 days after the Closing Date, provided that Grantors shall have the option to extend this period one time for an additional thirty (30) days upon a showing of diligent efforts and (iiB) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Excluded Accounts) that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts and, in any event, within sixty (60) days after opening any such account. (ii) The Deposit Accounts (other than Excluded Accounts) shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which the Grantors are hereby deemed to have granted a Lien to Collateral Agent for the benefit of the Secured Parties. All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received after the occurrence and continuation of a Cash Dominion Event directly by any Grantor from any of its Account Debtors, as proceeds from Receivables of such Grantor or as proceeds of any other Collateral shall be held by such Grantor in trust for the Agents and the Lenders and if of a nature susceptible to a deposit in a bank account, upon receipt be deposited by such Grantor in original form no later than three (3) Business Days after receipt thereof into such Deposit Accounts. In addition Each Grantor shall not commingle such collections with the proceeds of any assets not included in the Collateral. No checks, drafts or other instrument received by any Agent shall constitute final payment to the foregoing, if Agent unless and until such instruments have actually been collected. (iii) Nothing herein contained shall be construed to constitute any issuer Agent as agent of any Investment Related Property is located in a jurisdiction outside Grantor for any purpose whatsoever, and no Agent shall be responsible or liable for any shortage, discrepancy, damage, loss or destruction of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction). Each Agent shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Receivables or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction). Each Agent. Upon , by anything herein or in any assignment or otherwise, does not assume any of the occurrence obligations under any contract or agreement assigned to such Agent and shall not be responsible in any way for the performance by any Grantor of an Event any of Defaultthe terms and conditions thereof. (iv) For avoidance of doubt, the Collateral Agent shall have the rightat all times have, without notice and each Grantor shall take all steps reasonably necessary to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the assure that Collateral Agent shall have, a continuously perfected Lien on and security interest in, and shall at all times continuously have exclusive dominion and exclusive “control” (as defined in the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominationsUCC) over each Deposit Account and Securities Account that constitutes an “Interest Reserve Account” as defined in the Financing Agreement.

Delivery and Control. (ia) With respect to any Investment Related Property consisting Pledged Equity Interests that constitute Certificated Securities, the Pledgor shall deliver to the Collateral Agent the Security Certificates evidencing such Certificated Securities duly endorsed by an effective endorsement (within the meaning of Section 8-107 of the UCC), or accompanied by share transfer powers or other instruments of transfer duly endorsed by such an effective endorsement, in each case, to the Collateral Agent or in blank. In addition, the Pledgor shall cause any certificates evidencing any Pledged Equity Interests to be similarly delivered to the Collateral Agent regardless of whether such Pledged Equity Interests constitute Certificated Securities. (b) With respect to any Pledged Equity Interests that constitute Uncertificated Securities Accounts or included in the Collateral (other than any Uncertificated Securities Entitlementscredited to a Securities Account), it the Pledgor shall cause the securities intermediary maintaining such Securities Account Company to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the Company or Securities Entitlement to enter into (ii) execute an agreement substantially in the form of Exhibit C B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which it shall agree the Company agrees to comply with the Collateral Agent’s “entitlement orders” instructions with respect to such Uncertificated Security without further consent by such Grantor. the Pledgor. (c) With respect to any Investment Related Property that is a Collateral in existence on the Closing Date, the Pledgor shall comply with the requirements of this Section 5.3 on the date hereof subject. (d) With respect to any Collateral hereafter owned or acquired, the Pledgor shall comply with the requirements of this Section 5.3 within 30 (thirty) days following the Fiscal Quarter most recently ended during which the Pledgor acquired such rights therein (each such date, an “Deposit Account,” it Updating Date”). (e) The Pledgor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which promptly inform the Collateral Agent shall have both sole dominion and control over such Deposit Account of its acquisition of any Collateral for which any action is required by Section 5.3 hereof within thirty (within 30) days following the meaning end of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over Fiscal Quarter during which such Deposit Accountacquisition occurred. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior Notwithstanding anything to the Credit Date and (ii) contrary in this Agreement or any Securities Accountsother Loan Document, Securities Entitlements or Deposit Accounts the requirement that are created or acquired after the Credit Date, as of or prior Pledgor take actions necessary to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of perfect the Collateral Agent. Upon the occurrence of an Event of Default, ’s security interest in the Collateral Agent shall have the right, without notice be subject to any Grantor, to transfer all or any portion Section 3.01(g) of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.Credit Agreement

Delivery and Control. (i) With respect to To the extent required under the Credit Agreement, each Grantor agrees that it shall not own any interest in any Investment Related Property consisting of Securities Accounts or (other than Securities EntitlementsAccounts constituting Excluded Accounts), unless it shall cause have caused the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto or such form reasonably satisfactory to the Collateral Agent pursuant to which it shall agree to comply with the Collateral Agent’s “'s "entitlement orders” " without further consent by such Grantor. With respect to To the extent required under the Credit Agreement, each Grantor agrees that it shall not own any interest in any Investment Related Property that is a “"Deposit Account,"(other than a Deposit Account constituting an Excluded Account,” ) unless it shall cause have caused the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretohereto or such form reasonably satisfactory to the Collateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “"control” " (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each To the extent required under the Credit Agreement, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts owned by it that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts owned by it that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is a direct Subsidiary of a Grantor and is located in a jurisdiction outside of the United States, each (other than the issuers listed on Schedule 4.4(D) such Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be reasonably necessary or advisable, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any timetime following the occurrence and during the continuation of an Event of Default, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities EntitlementsEntitlements with an aggregate face value in excess of $100,000, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially a securities account control agreement, in the form of Exhibit C hereto and substance reasonably satisfactory to Collateral Agent, pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” Account (other than Excluded Accounts), it shall cause the depositary institution maintaining such account to enter into an agreement substantially a deposit account control agreement, in the form of Exhibit D heretoand substance reasonably satisfactory to Collateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 9104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any such Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as in accordance with the timeline established pursuant to Section 5.15 of or prior to the Credit Date Agreement and (ii) any such Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. . (ii) In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, including causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisablereasonably GS / Landec – Pledge and Security Agreement requested by Collateral Agent, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. . (iii) Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without with notice to any GrantorGrantor (which may be given concurrently), to (x) transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to agent and/or (y) exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 3.4(c) on or before the Effective Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 3.4(c) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Collateral Agent. With respect to any Investment Related Property that is represented by a certificate or that is an "instrument" (other than any Investment Related Property credited to a Securities Account or a check received for deposit) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an "effective indorsement" (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a "certificated security" for purposes of the UCC. With respect to any Investment Related Property that is an "uncertificated security" for purposes of the UCC (other than any "uncertificated securities" credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto, pursuant to which such issuer agrees to comply with the Collateral Agent's instructions with respect to such uncertificated security without further consent by such Grantor. With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, Except as otherwise provided in Section 5.15(b) of the Credit Agreement, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “'s "entitlement orders” " without further consent by such Grantor. With respect to any Investment Related Property that is a “"Deposit Account,” " Except as otherwise provided in Section 5.15(b) of the Credit Agreement, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D C hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “"control” " (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Except as otherwise provided in Section 5.15(b) of the Credit Agreement, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Effective Date, as of or prior to the Credit Effective Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Effective Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property (other than the Cash Collateral Accounts) consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” Account (other than the Cash Collateral Accounts), it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretohereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which the Collateral Agent (or its agent, bailee or designee, including the First Lien Collateral Agent pursuant to and in accordance with the First Lien Security Documents) shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Effective Date, as of or prior to the Credit Effective Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Effective Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts; (ii) With respect to the Proceeds Collateral Account, Vonage America shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E-1 hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent pursuant to which (i) the Collateral Agent (or its agent, bailee or designee, including the First Lien Collateral Agent pursuant to and in accordance with the First Lien Security Documents) shall have “control” (within the meaning of Section 9-104 of the UCC) over such account and (ii) such account shall at all times remain under the sole dominion and control of the Collateral Agent. Each Grantor acknowledges and agrees that such Grantor shall have no right of access to or withdrawal from the Proceeds Collateral Account except to the extent explicitly set forth in Section 2.4 of the Credit Agreement; and (iii) With respect to the Concentration Account, Vonage America shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E-2 hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent pursuant to which (i) the Collateral Agent (or its agent, bailee or designee, including the First Lien Collateral Agent pursuant to and in accordance with the First Lien Security Documents) shall have “control” (within the meaning of Section 9-104 of the UCC) over such account and (ii) such account shall at all times remain under the sole dominion and control of the Collateral Agent (or its agent, bailee or designee, including the First Lien Collateral Agent pursuant to and in accordance with the First Lien Security Documents). Each Grantor acknowledges and agrees that such Grantor shall have no right of access to or withdrawal from the Concentration Account except to the extent explicitly set forth in Section 5.16 of the Credit Agreement. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With Each Grantor agrees that, except as otherwise provided in Section 6.21(b) of the Credit Agreement, with respect to any Investment Related Property consisting of Securities Accounts or Securities EntitlementsEntitlements in which it has rights, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply C. Each Grantor agrees that, except as otherwise provided in Section 6.21(b) of the Credit Agreement, with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property in which it has rights that is a “"Deposit Account,” " it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning D. Except as otherwise provided in Section 6.21(b) of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Credit Agreement, each Grantor shall have entered into such control agreement or agreements with respect to: to (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Datedate hereof, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Datedate hereof, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. Upon the cure or waiver of any Event of Default, Collateral Agent shall notify the appropriate depositary institution maintaining such Securities Accounts or Deposit Accounts that such depositary institution shall accept instructions from the appropriate Grantor until such time as such depositary institution receives further instructions from Collateral Agent. (ii) In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisablenecessary, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any timetime after the occurrence and during the continuance of an Event of Default, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” (other than Foreign Deposit Accounts), it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Foreign Deposit Accounts) that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Foreign Deposit Accounts) that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or otherwise reasonably acceptable to the Collateral Agent) pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretohereto (or otherwise reasonably acceptable to the Collateral Agent) (a “Deposit Account Control Agreement”), pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account; provided that the Grantors shall not be required to comply with this sentence with respect to Deposit Accounts that (A) are used to fund payroll or (B) that have an aggregate balance of $5,000,000 or less. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. If any Grantor fails to comply with this covenant with respect to Deposit Accounts, such Grantor shall have ten (10) days to either (x) transfer funds in an amount sufficient to bring such Grantor into compliance with this covenant from Deposit Accounts not covered by Deposit Account Control Agreements to Deposit Accounts covered by Deposit Account Control Agreements or (y) enter into one or more Deposit Account Control Agreements with the Collateral Agent and the depository institutions at which such Deposit Accounts are not covered by Deposit Account Control Agreements maintained in accordance with the provisions of this Section 4.4.4(c) such that Grantors will then be in compliance with this covenant. Failure to comply within such ten (10) day period shall constitute an Event of Default. (ii) In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent, unless the Collateral Agent, in its reasonable judgment, determines that the cost of such actions is excessive relative to the value of such Investment Related Property or that such actions would materially interfere with the Grantor’s ability to use a Securities Account or Deposit Account in the ordinary course of business. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts (other than Exempt Accounts) or Securities EntitlementsEntitlements with balance in excess of $1,000,000 individually and $5,000,000 in the aggregate, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an into, within 30 days after the opening of such Securities Account, a control agreement substantially in reasonably acceptable to the form of Exhibit C hereto Collateral Agent pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” (other than the Exempt Accounts), it shall cause the depositary institution maintaining such account to enter into an into, within 30 days after the opening of such Deposit Account, a control agreement substantially in reasonably acceptable to the form of Exhibit D heretoCollateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts (other than Exempt Accounts), Securities Entitlements or Deposit Accounts (other than the Exempt Accounts) that exist on the Credit Date, as date of or prior to the Credit Date this Agreement and (ii) any Securities Accounts (other than Exempt Accounts), Securities Entitlements or Deposit Accounts (other than the Exempt Accounts) that are created or acquired after the Credit Datedate of this Agreement, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys Moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property Property, with a value in excess of $1,000,000 individually and $5,000,000 in the aggregate, is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property (other than the Cash Collateral Accounts) consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” Account (other than the Cash Collateral Accounts), it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretohereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which the Collateral Agent (or its agent, bailee or designee, including the First Lien Collateral Agent pursuant to and in accordance with the First Lien Security Documents or the Second Lien Collateral Agent pursuant to and in accordance with the Second Lien Security Documents) shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Effective Date, as of or prior to the Credit Effective Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Effective Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts; (ii) With respect to the Proceeds Collateral Account, Vonage America shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E-1 hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent pursuant to which (i) the Collateral Agent (or its agent, bailee or designee, including the First Lien Collateral Agent pursuant to and in accordance with the First Lien Security Documents or the Second Lien Collateral Agent pursuant to and in accordance with the Second Lien Security Documents) shall have “control” (within the meaning of Section 9-104 of the UCC) over such account and (ii) such account shall at all times remain under the sole dominion and control of the Collateral Agent. Each Grantor acknowledges and agrees that such Grantor shall have no right of access to or withdrawal from the Proceeds Collateral Account except to the extent explicitly set forth in Section 2.4 of the Note Purchase Agreement; and (iii) With respect to the Concentration Account, Vonage America shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit E-2 hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent pursuant to which (i) the Collateral Agent (or its agent, bailee or designee, including the First Lien Collateral Agent pursuant to and in accordance with the First Lien Security Documents or the Second Lien Collateral Agent pursuant to and in accordance with the Second Lien Security Documents) shall have “control” (within the meaning of Section 9-104 of the UCC) over such account and (ii) such account shall at all times remain under the sole dominion and control of the Collateral Agent (or its agent, bailee or designee, including the First Lien Collateral Agent pursuant to and in accordance with the First Lien Security Documents or the Second Lien Collateral Agent pursuant to and in accordance with the Second Lien Security Documents). Each Grantor acknowledges and agrees that such Grantor shall have no right of access to or withdrawal from the Concentration Account except to the extent explicitly set forth in Section 5.16 of the Note Purchase Agreement. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the First Lien Collateral Agent’s or Collateral Agent’s, as the case may be, “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit AccountAccount (it being understood that the First Lien Collateral Agent, and the relevant depository bank shall also have control). Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Datedate hereof, as of or prior to the Credit Date date hereof and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Datedate hereof, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, subject the Intercreditor Agreement, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, subject to the Intercreditor Agreement, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, within thirty (30) days after the creation or acquisition thereof, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply (subject to the provisions thereof) with the Term Collateral Agent’s “'s "entitlement orders” " without further consent by such Grantor. With respect to any Investment Related Property that is a “"Deposit Account,” " (other than De Minimis Deposit Accounts), within thirty (30) days after the creation or acquisition thereof, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretoD-1 (or, with respect to the Asset Sale Proceeds Account, Exhibit D-2) hereto (or such other control agreement in form and substance reasonably satisfactory to the Term Collateral Agent), pursuant to which the Term Collateral Agent (subject to the provisions thereof) shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “"control” " (within the meaning of Section 9-104 of the UCC) over such Deposit Account, provided, however, that to the extent that any such Investment Related Property constitutes Liquid Collateral, prior to the Discharge of Revolving Obligations, the Grantor shall satisfy the requirements of this subsection by establishing the control of the Revolving Collateral Agent over such Deposit Account in accordance with the terms of the Intercreditor Agreement, and by using commercially reasonable efforts to separately establish the Term Collateral Agent's independent control where possible. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date, (ii) the Asset Sale Proceeds Account within thirty (30) days of the Closing Date and (iiiii) any other Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to within thirty (30) days after the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. . (ii) In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, if requested by Term Collateral Agent, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisablereasonably requested by the Term Collateral Agent, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority purported to be granted hereby of the security interest of the Term Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Term Collateral Agent shall have the right, without notice to any Grantor, but subject to the terms of the Intercreditor Agreement, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Term Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply (subject to Section 4.4.4(c)(i) of the First Lien Pledge and Security Agreement and the Intercreditor Agreement) with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” (other than Foreign Deposit Accounts), it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have (subject to Section 4.4.4(c)(i) of the First Lien Pledge and Security Agreement and the Intercreditor Agreement) both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Foreign Deposit Accounts) that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Foreign Deposit Accounts) that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall (subject to Section 4.4.4(c) of the First Lien Pledge and Security Agreement and the Intercreditor Agreement) take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, subject to the Intercreditor Agreement, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, subject to the Intercreditor Agreement, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. Each Grantor shall have entered into a Control Agreement with respect to: (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to and any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit other than any Excluded Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts), Securities Entitlements or Deposit Accounts that exist on the Credit Date, as Closing Date (subject to Section 5.14 of or prior to the Credit Date Agreement) and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts, except, in each case, with respect to Deposit Accounts set forth in the proviso of the preceding sentence. With respect to any Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into a Control Agreement pursuant to which such securities intermediary agrees, after the occurrence of a Cash Dominion Event and the delivery by the Administrative Agent of a Control Notice, to comply with the Administrative Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Deposit Account that is not an Excluded Account, it shall cause the depositary institution maintaining such account to enter into a Control Agreement, pursuant to which such depositary institution agrees, after the occurrence of a Cash Dominion Event and the delivery by the Administrative Agent of a Control Notice, to direct disposition of the funds in the Deposit Account on each Business Day to the Collateral Account without further consent by such Grantor. Upon the occurrence and during the continuance of a Cash Dominion Event, the Administrative Agent may deliver a Control Notice to the applicable securities intermediary or depositary institution at which any Securities Accounts or Securities Entitlements, or any Depositary Accounts that are not Excluded Accounts is maintained. Notwithstanding the foregoing, to the extent any Post-Closing Term Loan Indebtedness permitted under the Credit Agreement (including any extension, refinancing, renewal or replacement of any of such Indebtedness permitted by Section 6.01(j) of the Credit Agreement) is outstanding, and the Collateral under this Section 4.07 constitutes Term Loan Priority Collateral, the foregoing requirements for control shall be deemed satisfied if the collateral agent (or its agents or bailees) in respect of any such Post-Closing Term Loan Indebtedness shall have control (within the meaning of any applicable legal requirement for perfection) over such Investment Related Property. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the such issuer that is a Grantor or Subsidiary of a Grantor to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisablereasonably necessary, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Administrative Agent. Upon the occurrence and during the continuation of an Event of Default, the Collateral Administrative Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Administrative Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities EntitlementsAccounts, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each To the extent required by the Credit Agreement, each Grantor shall have entered use commercially reasonable efforts to enter into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements Accounts or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements Accounts or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements securities entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional commercially reasonable actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially agreement, in form and substance reasonably satisfactory to the form of Exhibit C hereto Administrative Agent, pursuant to which which, subject to the terms and conditions thereof, it shall agree to comply with the Collateral Administrative Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” (other than any Excluded Account) it shall cause the depositary institution maintaining such account to enter into an agreement substantially agreement, in form and substance reasonably satisfactory to the form of Exhibit D heretoAdministrative Agent, pursuant to which which, and subject to the Collateral terms and conditions thereof, the Administrative Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. At all times prior to the occurrence and continuance of an Event of Default, the Grantors shall have full access to the cash on deposit in such Deposit Accounts, and the Administrative Agent agrees not to deliver a control notice or take any other action to control such Deposit Accounts unless and until an Event of Default has occurred and is continuing. Upon the occurrence of an Event of Default, with respect to any Deposit Account (other than an Excluded Account) subject to a Control Agreement, the Administrative Agent may give instructions and directions to such bank or depositary institution to wire all amounts on deposit in such Deposit Account each Business Day to the Administrative Agent’s Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than any Excluded Accounts) that exist on the Credit Closing Date, as of or prior to the Credit Closing Date (except as otherwise agreed to by the Administrative Agent in writing) and (ii) any Securities Accounts, Accounts or Securities Entitlements evidencing an amount greater than $250,000 or Deposit Accounts (other than any Excluded Accounts) that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or such Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With Except as otherwise permitted under the Indenture (including, without limitation, with respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlementssubject to a Permitted Lien), it no Grantor shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and grant “control” (within the meaning of Section such term under Article 9-104 106 of the UCC) over any Investment Related Property to any Person other than the Collateral Agent or its nominee, and, subject to the Intercreditor Agreements, the ABL Collateral Agent and the Term B Credit Agreement Collateral Agent. (ii) Upon entering into a Deposit Account Control Agreement covering a Deposit Account, the Collateral Agent will have a security interest in each such Deposit Account (other than the Excluded Accounts), which security interest is perfected by “control” (within the meaning of such term under Article 9-106 of the UCC). So long as any Obligations under the ABL Credit Agreement are outstanding and similar requirements on the Grantors exist with respect thereto, no Grantor shall hereafter establish and maintain any Deposit Account (other than any Excluded Account) unless such Bank and such Grantor shall promptly enter into and deliver to the Collateral Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account or withhold any withdrawal rights from such Grantor with respect to funds from time to time credited to any Deposit Account (A) at any time, in the case of an Excluded Account, and (B) unless an Event of Default has occurred and is continuing. Each Grantor agrees that once the Collateral Agent sends an instruction or notice to a Bank exercising its “control” (within the meaning of such term under Article 9-106 of the UCC) over any Deposit Account (that is not any Excluded Account)) such Grantor shall have entered into such control agreement not give any instructions or agreements orders with respect to: (i) any Securities Accounts, Securities Entitlements or to such Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, Account including, without limitation, causing the issuer to register the pledge on its books and records instructions for distribution or making transfer of any funds in such filings Deposit Account. (iii) Upon entering into an applicable Control Agreement covering a Securities Account or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of DefaultCommodity Account, the Collateral Agent shall will have a security interest in each such Securities Account and Commodity Account, which security interest is perfected by “control” (within the right, without notice to any Grantor, to transfer all or any portion meaning of such term under Article 9-106 of the Investment Related Property UCC). So long as any Obligations under the ABL Credit Agreement are outstanding and similar requirements on the Grantors exist with respect thereto, no Grantor shall hereafter establish and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary unless such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor shall promptly enter into and deliver a Control Agreement with respect to its name such Securities Account or Commodity Account, as the name of its nominee or agentcase may be. In addition, The Collateral Agent agrees with each Grantor that the Collateral Agent shall have not give any entitlement orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the right at exercise of any timewithdrawal or dealing rights by such Grantor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. Each Grantor agrees that once the Collateral Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its “control” (within the meaning of such term under Article 9-106 of the UCC) over any Securities Account and Commodity Account such Grantor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without notice to any Grantorlimitation, to exchange any certificates instructions for investment, distribution or instruments representing transfer of any Investment Related Property for certificates or instruments financial asset maintained in such Securities Account or Commodity Account. (iv) As between the Collateral Agent and the Grantors, the Grantors shall bear the investment risk with respect to the Investment Property and Pledged Securities, and the risk of smaller loss of, damage to, or larger denominationsthe destruction of the Investment Property and Pledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the “control” (within the meaning of such term under Article 9-106 of the UCC) of, the Collateral Agent, a Securities Intermediary, a Commodity Intermediary, any Grantor or any other person.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially a securities account control agreement, in the form of Exhibit C hereto and substance reasonably satisfactory to Collateral Agent, pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” Account (other than Excluded Accounts), it shall cause the depositary institution maintaining such account to enter into an agreement substantially a deposit account control agreement, in the form of Exhibit D heretoand substance reasonably satisfactory to Collateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and WEIL:\96958198\8\71605.0155 “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Excluded Accounts) that exist on the Credit Closing Date, within fifteen (15) days of request by the Collateral Agent (or such later date as of or prior to the Credit Date Collateral Agent may agree in its sole discretion) and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Excluded Accounts) that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. . (ii) In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, including causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisablereasonably requested by Collateral Agent, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. . (iii) Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to (x) transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to agent and/or (y) exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities EntitlementsEntitlements and with respect to any Commodities Accounts (other than Excluded Accounts), it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement or the commodities intermediary maintaining such Commodities Account, as the case may be, to enter into an agreement substantially in the form of Exhibit C hereto a Control Agreement pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such GrantorGrantor or otherwise establish Collateral Agent’s control over such account to the reasonable satisfaction of Collateral Agent. With respect to each Deposit Account and any Investment Related Property that is a “Deposit Account,” (other than any Excluded Account) it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretoa Control Agreement, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement Control Agreement or agreements with respect to: (iA) any Securities Accounts, Securities Entitlements Entitlements, Commodities Accounts or Deposit Accounts that exist on the Closing Date, subject to Section 5.14(d) of the Credit DateAgreement, as of or prior to the Credit Date and Closing Date, (iiB) any Securities Accounts, Securities Entitlements Entitlements, Commodities Accounts or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts, Commodities Accounts or Deposit Accounts. , and (C) any Securities Accounts, Securities Entitlements, Commodities Accounts or Deposit Accounts that are acquired after the Closing Date, within ten (10) Business Days following the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts, Commodities Accounts or Deposit Accounts, in each case, other than Excluded Accounts; and In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure ensure the validity, perfection and priority of the security interest of the Collateral AgentAgent subject to Permitted Liens. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without upon written notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without upon written notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations. Notwithstanding anything to the contrary set forth herein, Collateral Agent shall not exercise any rights or remedies against any Controlled Account unless an Event of Default shall have occurred and is continuing.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities EntitlementsEntitlements (other than Excluded Accounts), within the later of (x) ninety (90) days after the Closing Date and (y) ninety (90) days after the creation or acquisition thereof (or such later date as may be agreed in writing by the Revolving Collateral Agent in its reasonable discretion), it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an a control agreement substantially in form and substance reasonably satisfactory to the form of Exhibit C hereto Revolving Collateral Agent) pursuant to which it shall agree to comply (subject to the provisions thereof) with the Revolving Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property consisting of Commodities Accounts (other than Excluded Accounts), within the later of (x) ninety (90) days after the Closing Date and (y) ninety (90) days after the creation or acquisition thereof (or such later date as may be agreed in writing by the Revolving Collateral Agent in its reasonable discretion), it shall cause the commodities intermediary maintaining such Commodities Account to enter into an agreement in form and substance reasonably satisfactory to the Revolving Collateral Agent pursuant to which the Revolving Collateral Agent (subject to the provisions thereof) shall have “control” (within the meaning of Section 9-106 of the UCC) over such Commodities Account. With respect to any Investment Related Property that is a “Deposit Account,” Account (other than Excluded Accounts), subject to Section 5.14 of the Revolving Credit Agreement, within the later of (x) ninety (90) days after the Closing Date and (y) ninety (90) days after the creation or acquisition thereof (or such later date as may be agreed in writing by the Revolving Collateral Agent in its reasonable discretion), it shall cause the depositary institution maintaining such account to enter into an a control agreement substantially in form and substance reasonably satisfactory to the form of Exhibit D heretoRevolving Collateral Agent), pursuant to which the Revolving Collateral Agent (subject to the provisions thereof) shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-9 104 of the UCC) over such Deposit Account. Each Notwithstanding anything to the contrary contained in this Section 4.4.4(b)(i), to the extent that any such Investment Related Property constitutes Term Priority Collateral, prior to the Discharge of Term Obligations, each applicable Grantor shall satisfy the requirements of this subsection by establishing the control of the Term Collateral Agent over such Investment Account in accordance with the terms of the Term Security Agreement and the Intercreditor Agreement. Subject to Section 5.14 of the Revolving Credit Agreement, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements Entitlements, Commodities Accounts or Deposit Accounts (other than Excluded Accounts) that exist on the Credit Closing Date, as of or prior to the Credit Closing Date (or such later time as provided in the two preceding sentences) and (ii) any other Securities Accounts, Securities Entitlements Entitlements, Commodities Accounts or Deposit Accounts (other than Excluded Accounts) that are created or acquired after the Credit Closing Date, as within the later of or prior to (x) ninety (90) days after the Closing Date and (y) ninety (90) days after the deposit or transfer of any such Securities Entitlements or fundsfunds (or such later date as may be agreed in writing by the Revolving Collateral Agent in its reasonable discretion), whether constituting moneys or investments, into such Securities Accounts, Commodities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.; and

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit AccountAccount (it being understood that the collateral agent under the Second Lien Credit Agreement, to the extent described in the relevant deposit account control agreement, and the relevant depository bank shall also have control). Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Datedate hereof, as of or prior to the Credit Date date hereof and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Datedate hereof, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts (other than any Securities Account(s) having a balance of less than $1,000,000, individually or Securities Entitlementsin the aggregate), it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in form reasonably acceptable to the form of Exhibit C hereto Collateral Agent pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” established after the Closing Date, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in form reasonably acceptable to the form of Exhibit D heretoCollateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account; provided, however, that no such agreement shall be required with respect to any Deposit Account with a balance of $250,000 or less, and which has not, in the reasonable judgment of the Collateral Agent, been established for the purpose of evading obligations under this Agreement. Each Subject to the terms of the post-closing letter, dated as of the Closing Date, executed by Company and the other terms of this Section 4.4.4, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Dateentered, as of or prior to the Credit Date Closing Date, into such control agreements with respect to such accounts as required in this clause (c) that exist on the Closing Date, and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that shall enter into control agreements with respect to such accounts as are created or acquired after the Credit Date, Closing Date as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accountsaccounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and continuation of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. Each Grantor agrees that with respect to (i) any Investment Related Property in which it currently has rights (other than the Capital Stock) it shall comply with the provisions of this Section 3.04(c) on or before the Closing Date, (ii) with respect to the Capital Stock it shall comply with the provisions of this Section 3.04(c) on or before the 31st day following the Closing Date and (iii) with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 3.04(c) within ten days upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Agent. With respect to any Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account), it shall use commercially reasonable efforts to cause the issuer of such uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an Uncertificated Securities Control Agreement pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. With respect to any Investment Related Property consisting of Securities Accounts Accounts, Securities Entitlements or Securities EntitlementsCommodities Accounts, it shall use commercially reasonable efforts to cause the securities intermediary maintaining such Securities Account, Securities Entitlements or Commodities Accounts to execute a Securities Account or Securities Entitlement to enter into an agreement substantially Control Agreement (or, in the case of Commodities Accounts, a substantially similar agreement in form of Exhibit C hereto and substance reasonably acceptable to the Collateral Agreement) pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” during the continuance of an Event of Default without further consent by such Grantor. With respect to any ­NY12534:167338.25 Investment Related Property that is a “Deposit Account,” it shall use commercially reasonable efforts to cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, a Deposit Account Control Agreement pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of soon as practicable and in no event later than October 31, 2006, or prior at such other reasonable period agreed to by the Credit Date Collateral Agent and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property having a fair market value in excess of $2,000,000 is located in a jurisdiction outside of the United States, each Grantor shall take such reasonable additional actions, including, without limitation, causing including using commercially reasonable efforts to cause the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon During the occurrence continuance of an Event of Default, the Collateral Agent shall have the right, without with prior written notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, during the continuance of an Event of Default the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, within thirty (30) days it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “'s "entitlement orders” " without further consent by such Grantor. With respect to any Investment Related Property that is a “"Deposit Account,” " within thirty (30) days it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “"control” " (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to within thirty (30) days after the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisablereasonably requested by the Collateral Agent, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 3.4(c) on or before the Closing Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 3.4(c) promptly upon acquiring rights therein, in each case in form and substance satisfactory to the Collateral Agent. With respect to any Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account and other than any “uncertificated securities” of any Subsidiary of the Borrower) it shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an “uncertificated security” for purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account), it shall cause the issuer of such uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto, pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. The Collateral Agent agrees that it shall have the right to deliver such instructions if and only if an Event of Default has occurred and is continuing. With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. The Collateral Agent agrees that it shall have the right to deliver such entitlement orders or any notice of sole control if and only if an Event of Default has occurred and is continuing. With respect to any Investment Related Property that is a “Deposit Account,” identified on Schedule 3.4 (as such schedule may be amended or supplemented from time to time), it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of as defined in Section 9-104 of Article 9 of the UCC) over such Deposit Account. Each Grantor The Collateral Agent agrees that it shall have entered into the right to exercise such dominion and control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as if and only if an Event of or prior to the Credit Date Default has occurred and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accountsis continuing. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case cas e as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any timeupon the occurrence and during the continuance of an Event of Default, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit AccountAccount (it being understood that the relevant depository bank shall also have control). Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, to the extent required by the Credit Agreement or this Agreement it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially agreement, in form and substance reasonably satisfactory to the form of Exhibit C hereto Collateral Agent, pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it to the extent required by the Credit Agreement or this Agreement such Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially agreement, in form and substance reasonably satisfactory to the form of Exhibit D heretoCollateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each To the extent required by the Credit Agreement or this Agreement, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each to the extent required by the Credit Agreement or this Agreement such Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisablenecessary, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon Subject to the terms of the Intercreditor Agreement, upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts carrying a positive balance or Securities EntitlementsEntitlements set forth on Schedule 4.4, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “'s "entitlement orders” " without further consent by such Grantor. With respect to any Investment Related Property that is a “"Deposit Account,” " having a balance in excess of FIRST LIEN PLEDGE AND SECURITY AGREEMENT $400,000, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “"control” " (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities AccountsAccounts carrying a positive balance, Securities Entitlements or Deposit Accounts that exist on the Credit DateDate and that have a balance in excess of $400,000, as of or prior to the Credit Date and (ii) any Securities AccountsAccounts carrying a positive balance, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit DateDate having a balance in excess of $400,000, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (iTo the extent required by Section 5.15(a) With of the Credit Agreement, with respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other form that is reasonably satisfactory to the Collateral Agent) pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. Collateral Agent agrees not to give any entitlement orders or instructions or directions and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Grantor, unless an Event of Default shall have occurred. With respect to any Investment Related Property that is a “Deposit Account,” to the extent required by Section 5.15(a) of the Credit Agreement, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in a form that is reasonably satisfactory to the form of Exhibit D heretoCollateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Collateral Agent agrees with Grantor that Collateral Agent shall not give any instructions or withhold any withdrawal rights of Grantor, unless an Event of Default shall have occurred. Collateral Agent agrees that “Deposit Account” shall not include accounts used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Grantors’ employees. To the extent required by Section 5.15(a) of the Credit Agreement, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any such Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United StatesStates upon the occurrence and during the continuance of an Event of Default, each Grantor shall shall, subject to Section 2.02(b), take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or reasonably advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest interests of the Collateral Agent, it being understood that this covenant will not apply to Excluded Property. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property required to be pledged hereunder to its name or the name of its nominee or agent. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities EntitlementsEntitlements with an aggregate face value in excess of $100,000, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially a securities account control agreement, in the form of Exhibit C hereto and substance reasonably satisfactory to Collateral Agent, pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” Account (other than Excluded Accounts), it shall cause the depositary institution maintaining such account to enter into an agreement substantially a deposit account control agreement, in the form of Exhibit D heretoand substance reasonably satisfactory to Collateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any such Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as in accordance with the timeline established pursuant to Section 5.15 of or prior to the Credit Date Agreement and (ii) any such Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. . (ii) In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, including causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisablereasonably requested by Collateral Agent, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. . (iii) Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without with notice to any GrantorGrantor (which may be given concurrently), to (x) transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to agent and/or (y) exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially agreement, in form and substance reasonably satisfactory to the form of Exhibit C hereto Administrative Agent, pursuant to which it shall agree to comply with the Collateral Administrative Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially agreement, in form and substance reasonably satisfactory to the form of Exhibit D heretoAdministrative Agent, pursuant to which the Collateral Administrative Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account; provided that, in the case of any Deposit Account constituting Prepetition Collateral, or in which Prepetition Collateral is on deposit, the Prepetition Agent may also have control (in addition to the Administrative Agent). The Grantors shall deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all collections (of a nature susceptible to a deposit in a bank account) constituting Collateral or the proceeds of Collateral and all other amounts constituting Collateral or the proceeds of Collateral received by any Grantor into such Deposit Accounts. So long as no Event of Default has occurred and is continuing, the Grantors shall have full access to the cash on deposit in such Deposit Accounts, and the Administrative Agent agrees not to deliver a control notice or take any other action to control such Deposit Accounts unless and until an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, with respect to any Deposit Account constituting a Investment Account, the Administrative Agent may give instructions and directions to the relevant bank or depositary institution to wire all amounts on deposit in such Deposit Account each Business Day to the Administrative Agent’s Account. All amounts received or deposited into the Administrative Agent’s Account after the occurrence of an Event of Default shall be applied to the payment of the outstanding Obligations in accordance with the Financing Agreement. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Effective Date, subject to Section 5.21 of the Financing Agreement, as of or prior to the Credit Date Effective Date, and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Effective Date, as of or prior to the deposit or transfer of any such Securities Entitlements or fundsfunds constituting Collateral, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially agreement, in form and substance reasonably satisfactory to the form of Exhibit C hereto Administrative Agent, pursuant to which it shall agree to comply with the Collateral Administrative Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially agreement, in form and substance reasonably satisfactory to the form of Exhibit D heretoAdministrative Agent, pursuant to which the Collateral Administrative Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. The Grantors shall deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all collections (of a nature susceptible to a deposit in a bank account) constituting Collateral or the proceeds of Collateral and all other amounts constituting Collateral or the proceeds of Collateral received by any Grantor into such Deposit Accounts. So long as no Event of Default has occurred and is continuing, the Grantors shall have full access to the cash on deposit in such Deposit Accounts, and the Administrative Agent agrees not to deliver a control notice or take any other action to control such Deposit Accounts unless and until an Event of Default has occurred and is continuing. If an Event of Default has occurred and is continuing, with respect to any Deposit Account constituting a Pledged Investment Account, the Administrative Agent may give instructions and directions to the relevant bank or depositary institution to wire all amounts on deposit in such Deposit Account each Business Day to the Administrative Agent’s Account. All amounts received or deposited into the Administrative Agent’s Account after the occurrence of an Event of Default shall be applied to the payment of the outstanding Obligations in accordance with the Financing Agreement. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Date Closing Date, and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or fundsfunds constituting Collateral, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With Grantor agrees that with respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it such Grantor shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially agreement, in form and substance satisfactory to the form of Exhibit C hereto Collateral Agent, pursuant to which it such securities intermediary shall agree to comply with the Collateral Agent’s “'s "entitlement orders” " without further consent by such GrantorGrantor and shall establish the Collateral Agent shall have "control" (within the meaning of Section 9106 of the UCC) over such Securities Accounts or Securities Entitlements. With respect to any Investment Related Property that is a “"Deposit Account,” it " such Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially agreement, in form and substance satisfactory to the Collateral Agent, pursuant to which the depositary institution shall agree to comply with the Collateral Agent's instructions without further consent by such Grantor and shall establish the Collateral Agent shall have "control" (within the meaning of Section 9104 of the UCC) over such Deposit Account. With respect to any Investment Related Property that is a "Commodity Account," such Grantor shall cause the commodity intermediary maintaining such account to enter into an agreement, in form of Exhibit D heretoand substance satisfactory to the Collateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “"control” " (within the meaning of Section 9-104 9106 of the UCC) over such Deposit Commodity Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Datedate hereof, as of on or prior to the Credit Date date hereof and (ii) any Securities Accounts, Securities Entitlements Entitlements, Deposit Accounts or Deposit Commodity Accounts that are created or acquired after the Credit Datedate hereof, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts, Deposit Accounts or Deposit Commodity Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities EntitlementsEntitlements other than Excluded Accounts, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in a form reasonably acceptable to the form Collateral Agent (acting upon a Direction of Exhibit C hereto the Requisite Lenders), pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. . (ii) With respect to any Investment Related Property that (a) is a “Deposit Account,” and (b) is not an Excluded Account, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in reasonably acceptable to the form Collateral Agent (acting upon a Direction of Exhibit D heretothe Requisite Lenders), pursuant to which the Collateral Agent shall shall, to the extent permitted under applicable Requirements of Law, have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. . (iii) Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior Closing Date and required to be subject to a control agreement pursuant to this subsection 4.4.4(c) and the Credit Date Agreement and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit DateClosing Date and required to be subject to a control agreement pursuant to this subsection 4.4.4(c), as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. . (iv) In addition to the foregoing, if any issuer of any Investment Related Property with a value in excess of $500,000 individually or $1,000,000 in the aggregate together with all such Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any timetime upon the occurrence and during the continuance of an Event of Default, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto hereto, or such other agreement acceptable to Collateral Agent, pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, or such other agreement acceptable to Collateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities EntitlementsEntitlements (other than Excluded Accounts), within the later of (x) ninety (90) days after the Closing Date and (y) thirty (30) days after the creation or acquisition thereof (or such later date as may be agreed in writing by the Revolving Collateral Agent in its reasonable discretion), it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto B (or such other control agreement in form and substance reasonably satisfactory to the Revolving Collateral Agent) pursuant to which it shall agree to comply (subject to the provisions thereof) with the Revolving Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property consisting of Commodities Accounts (other than Excluded Accounts), within the later of (x) ninety (90) days after the Closing Date and (y) thirty (30) days after the creation or acquisition thereof (or such later date as may be agreed in writing by the Revolving Collateral Agent in its reasonable discretion), it shall cause the commodities intermediary maintaining such Commodities Account to enter into an agreement in form and substance reasonably satisfactory to the Revolving Collateral Agent pursuant to which the Revolving Collateral Agent (subject to the provisions thereof) shall have “control” (within the meaning of Section 9-106 of the UCC) over such Commodities Account. With respect to any Investment Related Property that is a “Deposit Account,” Account (other than Excluded Accounts), subject to Section 5.14 of the Revolving Credit Agreement, within the later of (x) ninety (90) days after the Closing Date and (y) thirty (30) days after the creation or acquisition thereof (or such later date as may be agreed in writing by the Revolving Collateral Agent in its reasonable discretion), it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretoC (or such other control agreement in form and substance reasonably satisfactory to the Revolving Collateral Agent), pursuant to which the Revolving Collateral Agent (subject to the provisions thereof) shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Notwithstanding anything to the contrary contained in this Section 4.4.4(b)(i), to the extent that any such Investment Related Property constitutes Notes Priority Collateral, prior to the Discharge of Notes Obligations, each applicable Grantor shall satisfy the requirements of this subsection by establishing the control of the Secured Notes Collateral Agent over such Investment Account in accordance with the terms of the Notes Security Agreement and the Intercreditor Agreement. Subject to Section 5.14 of the Revolving Credit Agreement, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements Entitlements, Commodities Accounts or Deposit Accounts (other than Excluded Accounts) that exist on the Credit Closing Date, as of or prior to the Credit Closing Date (or such later time as provided in the two preceding sentences) and (ii) any other Securities Accounts, Securities Entitlements Entitlements, Commodities Accounts or Deposit Accounts (other than Excluded Accounts) that are created or acquired after the Credit Closing Date, as within the later of or prior to (x) ninety (90) days after the Closing Date and (y) thirty (30) days after the deposit or transfer of any such Securities Entitlements or fundsfunds (or such later date as may be agreed in writing by the Revolving Collateral Agent in its reasonable discretion), whether constituting moneys or investments, into such Securities Accounts, Commodities Accounts or Deposit Accounts. In ; and (ii) Upon the occurrence and during the continuance of an Event of Default, in addition to the foregoing, (x) if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, if requested by Revolving Collateral Agent, each Grantor shall take such additional actions, actions (including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisablereasonably requested by the Revolving Collateral Agent, under the laws of such issuer’s jurisdiction jurisdiction) to insure the validity, perfection and priority purported to be granted hereby of the security interest of the Revolving Collateral Agent. Upon , (y) the occurrence of an Event of Default, the Revolving Collateral Agent shall have the right, without notice to any Grantor, but subject to the terms of the Intercreditor Agreement, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, agent and (z) the Revolving Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially reasonably acceptable in form and substance to the form of Exhibit C hereto Collateral Agent pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” (other than Excluded Accounts) and is maintained in the United States, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in reasonably acceptable to the form of Exhibit D heretoCollateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than the Excluded Accounts) that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts (other the Excluded Accounts) that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property that is required to be pledged under the Credit Agreement and/or this Agreement and is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, agent and to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. Grantor agrees that with respect to any Pledged Equity Interest or Pledged Debt hereafter acquired by such Grantor, it shall comply with the provisions of this subsection (iiii) immediately upon acquiring rights therein, in each case in form and substance satisfactory to the Collateral Agent. With respect to any Pledged Equity Interest or Pledged Debt that is represented by a certificate or that is an "instrument" (other than any Investment Related Property consisting credited to a Securities Account) such Grantor shall cause such certificate or instrument to be delivered to the Collateral Agent, indorsed in blank by an "effective indorsement" (as defined in Section 8107 of the UCC), regardless of whether such certificate constitutes a "certificated security" for purposes of the UCC. With respect to any Pledged Equity Interest or Pledged Debt that is an "uncertificated security" for purposes of the UCC (other than any "uncertificated securities" credited to a Securities Accounts or Securities EntitlementsAccount), it such Grantor shall cause the securities intermediary maintaining issuer of such Securities Account uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or Securities Entitlement (ii) execute an agreement, in form and substance satisfactory to enter into an agreement substantially in the form of Exhibit C hereto Collateral Agent, pursuant to which it shall agree such issuer agrees to comply with the Collateral Agent’s “entitlement orders” 's instructions with respect to such uncertificated security without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if If any issuer of any Investment Related Property Pledged Equity Interest or Pledged Debt is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property Pledged Equity Interest or Pledged Debt to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property Pledged Equity Interest or Pledged Debt for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “'s "entitlement orders” " without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” , it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “"control” " (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, no later than the immediately following PLEDGE AND SECURITY AGREEMENT EXECUTION Quarterly Reporting Date, it shall shall, to the extent required under the Credit Agreement and upon request by the Collateral Agent, cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto or such other form as approved by the Collateral Agent, pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” no later than the immediately following Quarterly Reporting Date it shall shall, to the extent required under the Credit Agreement and upon request by the Collateral Agent, cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretohereto or such other form as approved by the Collateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Unless otherwise in accordance with the Credit Agreement, each Grantor shall have entered into such control agreement or agreements agreements, to the extent required under the Credit Agreement and upon request by the Collateral Agent, with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to no later than the Quarterly Reporting Date following the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, if requested by the Collateral Agent, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisablereasonably requested by the Collateral Agent, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.. PLEDGE AND SECURITY AGREEMENT EXECUTION

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, to the extent required by the Credit Agreement or this Agreement it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially agreement, in form and substance reasonably satisfactory to the form of Exhibit C hereto Collateral Agent, pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it to the extent required by the Credit Agreement or this Agreement such Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially agreement, in form and substance reasonably satisfactory to the form of Exhibit D heretoCollateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each To the extent required by the Credit Agreement or this Agreement, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. Notwithstanding anything to the contrary herein, with respect to the Lockbox Account (as defined in the Lockbox Agreement (as defined in the Revolving Loan Agreement)), the Grantors shall only be required to use commercially reasonable efforts to enter into a control agreement that the Collateral Agent is party to with respect such Lockbox Account; provided that if after using such commercially reasonable efforts the Grantors are unable to enter into such a control agreement, then after the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Grantors shall use commercially reasonable efforts to enter into a control agreement that the Collateral Agent is party to with respect to such Lockbox Account. (ii) In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each to the extent required by the Credit Agreement or this Agreement such Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisablenecessary, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon Subject to the terms of the Intercreditor Agreement, upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property constituting Collateral consisting of Securities Accounts or Securities Security Entitlements, it shall shall, to the extent not already in place prior to the Petition Date, cause the securities intermediary maintaining such Securities Account or Securities Entitlement Security Entitlements to enter into an agreement substantially in form and substance satisfactory to the form of Exhibit C hereto Grantee, pursuant to which it shall agree to comply with the Collateral AgentGrantee’s “entitlement orders” Entitlement Orders without further consent by such the Grantor. With respect to any Investment Related Property constituting Collateral that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in form and substance satisfactory to the form of Exhibit D heretoGrantee, pursuant to which the Collateral Agent Grantee shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each The Grantor shall have entered into such control agreement or agreements with respect to: to (i) any Securities Accounts, Securities Security Entitlements or Deposit Accounts that exist on the Credit DateClosing Date (other than Excluded Accounts), as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Security Entitlements or Deposit Accounts (other than Excluded Accounts) that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Security Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent Grantee shall have the right, without notice to any the Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, upon the Collateral Agent occurrence and during the continuation of an Event of Default, the Grantee shall have the right at any time, without notice to any the Grantor, to exchange any certificates or instruments representing any Investment Related Property constituting Collateral for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or otherwise reasonably acceptable to the Priority Lien Collateral Trustee) pursuant to which it shall agree to comply with the Priority Lien Collateral AgentTrustee’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretohereto (or otherwise reasonably acceptable to the Priority Lien Collateral Trustee) (a “Deposit Account Control Agreement”), pursuant to which the Priority Lien Collateral Agent Trustee shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) ), subject to the terms of the Intercreditor Agreement, and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account; provided that the Grantors shall not be required to comply with this sentence with respect to Deposit Accounts that (A) are used exclusively to fund payroll or (B) have an aggregate balance for all such Deposit Accounts of $5,000,000 or less. Each Subject to the proviso to the immediately preceding sentence, each Grantor shall have entered into such control agreement or agreements with respect to: (i) subject to clause (iii) below, any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Date and Closing Date, (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts and (iii) no later than ninety (90) days after the Closing Date (as such date may be extended by the Administrative Agent), any Securities Accounts, Securities Entitlements or Deposit Accounts to the extent held at a financial institution located in Canada. If any Grantor fails to comply with this covenant with respect to Deposit Accounts, such Grantor shall have ten (10) days to either (x) transfer funds in an amount sufficient to bring such Grantor into compliance with this covenant from Deposit Accounts not covered by Deposit Account Control Agreements to Deposit Accounts covered by Deposit Account Control Agreements or (y) enter into one or more Deposit Account Control Agreements with the Priority Lien Collateral Trustee and the depository institutions at which such Deposit Accounts are not covered by Deposit Account Control Agreements maintained in accordance with the provisions of this Section 4.4.4(c) such that Grantors will then be in compliance with this covenant. Failure to comply within such ten (10) day period shall constitute an Event of Default. Reference is hereby made to that certain Blocked Account Control Agreement, dated as of May 2, 2005, by and among NewPageCo, JPMorgan Chase Bank, N.A., in its capacity as Collateral Agent for the Revolving Credit Claimholders (as defined in the Intercreditor Agreement), including its successors and assigns from time to time (the “Revolving Credit Agent”), and The Bank of New York, in its capacity as Priority Lien Collateral Trustee for the Priority Lien Claimholders (as defined in the Intercreditor Agreement), including its successors and assigns from time to time (the “Priority Lien Collateral Trustee”; and together with the Revolving Credit Agent, the “Collateral Lien Holders”) and JPMorgan Chase Bank, N.A as the Depository, entered into with respect to the post office box and Deposit Accounts identified therein (the “2005 Deposit Account Control Agreement”). NewPageCo and the other Grantors party hereto hereby agree and acknowledge that the 2005 Deposit Account Control Agreement shall be deemed to constitute a “Deposit Account Control Agreement” that has been executed and delivered in connection with this Agreement in order to perfect the security interest granted to the Priority Lien Collateral Trustee (for the benefit of itself and the other Secured Parties) hereunder. (ii) In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Priority Lien Collateral Trustee, unless the Priority Lien Collateral Trustee (acting upon the written direction of the Requisite Lenders or the Administrative Agent), determines that the cost of such actions is excessive relative to the value of such Investment Related Property or that such actions would materially interfere with the Grantor’s ability to use a Securities Account or Deposit Account in the ordinary course of business. Upon the occurrence and during the continuation of an Event of Default, the Priority Lien Collateral Agent Trustee shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Priority Lien Collateral Agent Trustee shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (iTo the extent required by Section 5.15(a) With of the Credit Agreement, with respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other form that is reasonably satisfactory to the Collateral Agent) pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. Collateral Agent agrees not to give any entitlement orders or instructions or directions and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Grantor, unless an Event of Default shall have occurred. With respect to any Investment Related Property that is a “Deposit Account,” to the extent required by Section 5.15(a) of the Credit Agreement, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in a form that is reasonably satisfactory to the form of Exhibit D heretoCollateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Collateral Agent agrees with Grantor that Collateral Agent shall not give any instructions or withhold any withdrawal rights of Grantor, unless an Event of Default shall have occurred. To the extent required by Section 5.15(a) of the Credit Agreement, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any such Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United StatesStates upon the occurrence and during the continuance of an Event of Default, each Grantor shall shall, subject to Section 2.02(b), take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or reasonably advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest interests of the Collateral Agent, it being understood that this covenant will not apply to Excluded Property. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property (other than Investment Accounts) required to be pledged hereunder to its name or the name of its nominee or agent. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “'s "entitlement orders” " without further consent by such Grantor. With respect to any Investment Related Property that is a “"Deposit Account,” " (other than an Excluded Account), it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretoagreement, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “"control” " (within the meaning of Section 9-104 of the UCC) over such Deposit Account. The Grantors shall deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all collections (of a nature susceptible to a deposit in a bank account) and all other amounts received by any Grantor into such Deposit Accounts. At all times prior to the occurrence of a Cash Dominion Event, the Grantors shall have full access to the cash on deposit in such Deposit Accounts, and the Collateral Agent agrees not to deliver a control notice or take any other action to control such Deposit Accounts unless and until a Cash Dominion Event has occurred. Upon the occurrence of a Cash Dominion Event, with respect to any Deposit Account (other than an Excluded Account), the Collateral Agent may and shall give instructions and directions to such bank or depositary institution to wire all amounts on deposit in such Deposit Account each Business Day to the Administrative Agent's Account. All amounts received or deposited into the Administrative Agent's Account after the occurrence of a Cash Dominion Event shall be applied to the payment of the outstanding Obligations in accordance with the Financing Agreement. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Excluded Accounts) that exist on the Credit Closing Date, as of or prior to the Credit date that is 30 days after the Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than Excluded Accounts) that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to Notwithstanding the foregoing, if any issuer until such time as an Event of any Investment Related Property Default has occurred and is located in a jurisdiction outside of the United Statescontinuing, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest upon request of the Collateral Agent, no Grantor shall be required to (i) obtain control agreements with respect to any Investment Account located in a foreign jurisdiction or (ii) obtain control agreements with respect to Investment Accounts the balances of which are less than $100,000 in the aggregate. (ii) The Deposit Accounts shall be cash collateral accounts, with all cash, checks and similar items of payment in such accounts securing payment of the Obligations, and in which the Grantors are hereby deemed to have granted a Lien to Collateral Agent for the benefit of the Agents and the Lenders. Upon All checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness received after the occurrence of an a Cash Dominion Event directly by any Grantor from any of Defaultits Account Debtors, as proceeds from Receivables of such Grantor or as proceeds of any other Collateral shall be held by such Grantor in trust for the Agents and the Lenders and if of a nature susceptible to a deposit in a bank account, upon receipt be deposited by such Grantor in original form and no later than the next Business Day after receipt thereof into such Deposit Accounts. Each Grantor shall not commingle such collections with the proceeds of any assets not included in the Collateral. No checks, drafts or other instrument received by any Agent shall constitute final payment to the any Agent unless and until such instruments have actually been collected. (iii) Nothing herein contained shall be construed to constitute any Agent as agent of any Grantor for any purpose whatsoever, and no Agent shall be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). Each Agent shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the rightsettlement, without notice to collection or payment of any Grantor, to transfer all of the Receivables or any portion instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). Each Agent, by anything herein or in any assignment or otherwise, does not assume any of the Investment Related Property obligations under any contract or agreement assigned to its name or such Agent and shall not be responsible in any way for the name performance by any Grantor of its nominee or agent. In addition, any of the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominationsterms and conditions thereof.

Delivery and Control. (i) With respect to To the extent required under the Parity Lien Documents, each Grantor agrees that it shall not own any interest in any Investment Related Property consisting of Securities Accounts or (other than Securities Entitlements, Accounts constituting Excluded Accounts) unless it shall cause have caused the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto or such form reasonably satisfactory to the Collateral Agent pursuant to which it shall agree to comply with the Collateral Agent’s “'s "entitlement orders” " without further consent by such Grantor. With respect to To the extent required under the Parity Lien Documents, each Grantor agrees that it shall not own any interest in any Investment Related Property that is a “"Deposit Account,"(other than a Deposit Account constituting an Excluded Account,” ) unless it shall cause have caused the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretohereto or such form reasonably satisfactory to the Collateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “"control” " (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each To the extent required under the Parity Lien Documents, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts owned by it that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts owned by it that are created or acquired after the Credit Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is a direct Subsidiary of a Grantor and is located in a jurisdiction outside of the United States, each (other than the issuers listed on Schedule 4.4(D)) such Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be reasonably necessary or advisable, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority Second Priority of the security interest of the Collateral Agent, but so long as the lien of the First Lien Collateral Agent remains outstanding, only if, and to the extent, that such an interest is recognized under the laws of such jurisdiction. Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall have the right, subject to the terms of the Intercreditor Agreement, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any timetime following the occurrence and during the continuation of an Event of Default, subject to the terms of the Intercreditor Agreement, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities EntitlementsEntitlements (other than Excluded Accounts), within the later of (x) ninety (90) days after the Closing Date and (y) ninety (90) days after the creation or acquisition thereof (or such later date as may be agreed in writing by the Term Collateral Agent in its reasonable discretion), it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an a control agreement substantially in form and substance reasonably satisfactory to the form of Exhibit C hereto Term Collateral Agent) pursuant to which it shall agree to comply (subject to the provisions thereof) with the Term Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property consisting of Commodities Accounts (other than Excluded Accounts), within the later of (x) ninety (90) days after the Closing Date and (y) ninety (90) days after the creation or acquisition thereof (or such later date as may be agreed in writing by the Term Collateral Agent in its reasonable discretion), it shall cause the commodities intermediary maintaining such Commodities Account to enter into an agreement in form and substance reasonably satisfactory to the Term Collateral Agent pursuant to which the Term Collateral Agent (subject to the provisions thereof) shall have “control” (within the meaning of Section 9-106 of the UCC) over such Commodities Account. With respect to any Investment Related Property that is a “Deposit Account,” Account (other than Excluded Accounts), subject to Section 5.14 of the Term Loan Agreement, within the later of (x) ninety (90) days after the Closing Date and (y) ninety (90) days after the creation or acquisition thereof (or such later date as may be agreed in writing by the Term Collateral Agent in its reasonable discretion), it shall cause the depositary institution maintaining such account to enter into an a control agreement substantially in form and substance reasonably satisfactory to the form of Exhibit D heretoTerm Collateral Agent), pursuant to which the Term Collateral Agent (subject to the provisions thereof) shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-9 104 of the UCC) over such Deposit Account. Each Notwithstanding anything to the contrary contained in this Section 4.4.4(b)(i), to the extent that any such Investment Related Property constitutes Revolving Priority Collateral, prior to the Discharge of Revolving Obligations, each applicable Grantor shall satisfy the requirements of this subsection by establishing the control of the Revolving Collateral Agent over such Investment Account in accordance with the terms of the Revolving Security Agreement and the Intercreditor Agreement. Subject to Section 5.14 of the Term Loan Agreement, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements Entitlements, Commodities Accounts or Deposit Accounts (other than Excluded Accounts) that exist on the Credit Closing Date, as of or prior to the Credit Closing Date (or such later time as provided in the two preceding sentences) and (ii) any other Securities Accounts, Securities Entitlements Entitlements, Commodities Accounts or Deposit Accounts (other than Excluded Accounts) that are created or acquired after the Credit Closing Date, as within the later of or prior to (x) ninety (90) days after the Closing Date and (y) ninety (90) days after the deposit or transfer of any such Securities Entitlements or fundsfunds (or such later date as may be agreed in writing by the Term Collateral Agent in its reasonable discretion), whether constituting moneys or investments, into such Securities Accounts, Commodities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.; and

Delivery and Control. Each Grantor hereby covenants and agrees that: (i) With respect to any Investment Related Property consisting of Securities Accounts Pledged Equity Interest or Securities EntitlementsPledged Note included in the Collateral that is represented by a Certificated Security or that is an Instrument, as applicable, it shall cause such Certificated Security or Instrument, as applicable, to be subject to the securities intermediary maintaining exclusive Control of the Collateral Agent or accompanied by such Securities Account instruments of assignment and transfer in such form and substance as the Collateral Agent may reasonably request, provided that any instrument of assignment or Securities Entitlement to enter into an agreement substantially transfer of any ULC Shares shall be in blank only. For the form avoidance of Exhibit C hereto pursuant to which it doubt, each Grantor shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With provisions of this Section 4.2.1(a)(i) with respect to any Investment Related Property that is a “Deposit Account,” Pledged Equity Interests and Pledged Notes owned by it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning as of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities AccountsClosing Date, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Date and (ii) with respect to any Pledged Equity Interests and Pledged Notes acquired by such Grantor after the Closing Date, promptly after acquiring rights therein; and (ii) in the event such Grantor receives any dividends, interest or distributions on the Pledged Equity Interests, or any Securities Accountsor other property upon the merger, Securities Entitlements consolidation, amalgamation, liquidation or Deposit Accounts that are created or acquired after the Credit Date, as of or prior to the deposit or transfer dissolution of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside Issuer of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordingsPledged Equity Interests, in each case as may permitted by the Credit Agreement (A) such dividends, interest or distributions and Securities or other property (in each case, other than property that meets the definition of Excluded Property) shall be automatically included in the definition of Collateral without further action by such Grantor, and (B) such Grantor shall promptly take all steps, if any, reasonably necessary or advisable, under the laws of such issuer’s jurisdiction to insure ensure the validity, perfection perfection, priority and, if applicable, Control by the Collateral Agent over such Pledged Equity Interests (including delivery thereof to the Collateral Agent if and priority of to the security extent required by this Agreement) and pending any such action the Pledgor shall be deemed to hold such dividends, interest, distributions, Securities or other property interest for the benefit of the Collateral AgentAgent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Upon Each Grantor hereby consents to the occurrence grant by each other Grantor of an Event of Defaulta security interest in the Pledged Equity Interests to the Collateral Agent pursuant to this Agreement. Subject to Section 14 hereof, the Collateral Agent shall have the right, without notice to at any Grantortime following the occurrence and during the continuation of an Event of Default, to transfer all to or any portion of the Investment Related Property to register in its name or in the name of any of its nominee nominees any or agentall of the Pledged Equity Interests included in the Collateral. In additionthe event of such a transfer, the Collateral Agent shall have within a reasonable period of time thereafter give the right at any time, without applicable Grantor written notice to any Grantor, to exchange any certificates of such transfer or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominationsregistration.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an a securities account control agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretoa deposit account control agreement, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the New York UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. . (ii) In addition to the foregoing, if any issuer of any Investment Related Property (other than Excluded Equity) is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon After the occurrence and during the continuation of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any timeagent and, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (iEach Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.4(c) on or before the Credit Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.4(c) immediately upon acquiring rights therein. With respect to any Investment Related Property consisting of Securities Accounts Accounts, Securities Entitlements or Securities EntitlementsDeposit Accounts, it shall cause the securities intermediary or depositary institution, as the case may be, maintaining such Securities Account or Account, Securities Entitlement or Deposit Account to enter into an agreement substantially in the form of Exhibit C B hereto or such other form reasonably satisfactory to the Secured Party pursuant to which it shall agree to comply with the Collateral AgentSecured Party’s “entitlement orders” or “instructions”, as the case may be, without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered enter into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior to the Credit Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral AgentSecured Party. Upon the occurrence of an Event of Default, the Collateral Agent Secured Party shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent Secured Party shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, within thirty (30) days after the creation or acquisition thereof, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply (subject to the provisions thereof) with the Revolving Collateral Agent’s “'s "entitlement orders” " without further consent by such Grantor. With respect to any Investment Related Property that is a “"Deposit Account,” " (other than De Minimis Deposit Accounts), within thirty (30) days after the creation or acquisition thereof, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretoD-1 (or, with respect to the Asset Sale Proceeds Account, Exhibit D-2) hereto (or such other control agreement in form and substance reasonably satisfactory to the Revolving Collateral Agent), pursuant to which the Revolving Collateral Agent (subject to the provisions thereof) shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “"control” " (within the meaning of Section 9-104 of the UCC) over such Deposit Account, provided, however, that to the extent that any such Investment Related Property constitutes Fixed Collateral, prior to the Discharge of Term Obligations, the Grantor shall satisfy the requirements of this subsection by establishing the control of the Term Collateral Agent over such Deposit Account in accordance with the terms of the Intercreditor Agreement, and by using commercially reasonable efforts to separately establish the Revolving Collateral Agent's independent control where possible. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date, (ii) the Asset Sale Proceeds Account within thirty (30) days of the Closing Date and (iiiii) any other Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to within thirty (30) days after the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. . (ii) In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, if requested by Revolving Collateral Agent, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisablereasonably requested by the Revolving Collateral Agent, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority purported to be granted hereby of the security interest of the Revolving Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Revolving Collateral Agent shall have the right, without notice to any Grantor, but subject to the terms of the Intercreditor Agreement, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Revolving Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With Except as may be expressly provided in Section 5.15 of the Credit Agreement, with respect to any Investment Related Property consisting of Securities Accounts or Securities EntitlementsEntitlements other than Excluded Accounts, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in a form reasonably acceptable to the form Collateral Agent (acting upon a Direction of Exhibit C hereto the Requisite Lenders), pursuant to which it shall agree to comply with the Collateral Agent’s 's “entitlement orders” without further consent by such Grantor. With . (ii) Except as may be expressly provided in Section 5.15 of the Credit Agreement, with respect to any Investment Related Property that (a) is a “Deposit Account,” and (b) is not an Excluded Account, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in reasonably acceptable to the form Collateral Agent (acting upon a Direction of Exhibit D heretothe Requisite Lenders), pursuant to which the Collateral Agent shall shall, to the extent permitted under applicable Requirements of Law, have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each . (iii) Except as may be expressly provided in Section 5.15 of the Credit Agreement, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Date, as of or prior Closing Date and required to be subject to a control agreement pursuant to this subsection 4.4.4(c) and the Credit Date Agreement and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit DateClosing Date and required to be subject to a control agreement pursuant to this subsection 4.4.4(c), as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. . (iv) In addition to the foregoing, if any issuer of any Investment Related Property with a value in excess of $1,000,000 individually or $2,000,000 in the aggregate together with all such Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any timetime upon the occurrence and during the continuance of an Event of Default, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “'s "entitlement orders” " without further consent by such Grantor. With respect to any Investment Related Property that is a “"Deposit Account,” " it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretoand substance reasonably satisfactory to Collateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “"control” " (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. . (ii) In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing using commercially reasonable efforts to cause the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s 's jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any timetime during the continuance of an Event of Default, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.. 104

Delivery and Control. Each Grantor hereby covenants and agrees that: (i) With respect to any Investment Related Property consisting of Securities Accounts Pledged Equity Interest or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially Pledged Note included in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is represented by a certificate or that is an “Deposit Accountinstrument,” it shall cause the depositary institution maintaining such account certificate or instrument, as applicable, to enter into an agreement substantially in the form of Exhibit D hereto, pursuant be delivered to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and Agent, indorsed in blank by an “controleffective indorsement” (within the meaning of as defined in Section 98-104 107 of the UCC) over or accompanied by such Deposit Accountinstruments of assignment and transfer in such form and substance as the Collateral Agent may reasonably request, in the case of any such certificate, regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. Each For the avoidance of doubt, each Grantor shall have entered into such control agreement or agreements comply with the provisions of this Section 4.2.1(a)(i) with respect to: (i) to any Securities AccountsPledged Equity Interests and Pledged Notes owned by it as of the Closing Date, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Date and (ii) with respect to any Pledged Equity Interests and Pledged Notes acquired by such Grantor after the Closing Date, promptly after acquiring rights therein; and (ii) in the event such Grantor receives any dividends, interest or distributions on the Pledged Equity Interests, or any Securities Accountsor other property upon the merger, Securities Entitlements consolidation, amalgamation, liquidation or Deposit Accounts that are created or acquired after the Credit Date, as dissolution of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordingsPledged Equity Interests, in each case as may permitted by the Credit Agreement, (A) such dividends, interest or distributions and Securities or other property (in each case, other than property that meets the definition of Excluded Property) shall be automatically included in the definition of Collateral without further action by such Grantor and (B) such Grantor shall promptly take all steps, if any, reasonably necessary or advisable, under the laws of such issuer’s jurisdiction to insure ensure the validity, perfection and perfection, priority of the security interest and, if applicable, control of the Collateral AgentAgent over such Pledged Equity Interests (including delivery thereof to the Collateral Agent if and to the extent required by this Agreement) and pending any such action the Pledgor shall be deemed to hold such dividends, interest, distributions, Securities or other property interest for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Upon Each Grantor hereby consents to the occurrence grant by each other Grantor of an Event of Default, a security interest in the Pledged Equity Interests to the Collateral Agent pursuant to this Agreement. The Collateral Agent shall have the right, without notice to at any Grantortime following the occurrence and during the continuation of an Event of Default, to transfer all to or any portion of the Investment Related Property to register in its name or in the name of any of its nominee nominees any or agentall of the Pledged Equity Interests included in the Collateral. In additionthe event of such a transfer, the Collateral Agent shall have within a reasonable period of time thereafter give the right at any time, without applicable Grantor written notice to any Grantor, to exchange any certificates of such transfer or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominationsregistration.

Delivery and Control. (i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an a securities account control agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D heretoa deposit account control agreement, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (within the meaning of Section 9-104 of the New York UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Credit Closing Date, as of or prior to the Credit Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Credit Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. . (ii) In addition to the foregoing, if any issuer of any Investment Related Property (other than Excluded Equity) is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.of