Common use of Delivery and Control Clause in Contracts

Delivery and Control. Subject to the Intercreditor Agreement, with respect to any Investment Related Property of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply to any Equity Interests in Subsidiaries) that is (A) (represented by a certificate or an Instrument (other than any Investment Related Property 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 8-107 of the UCC) or (B) an Uncertificated Security (other than any Uncertificated Securities credited to a Securities Account), such Grantor shall cause the issuer of such Uncertificated Security to register the Collateral Agent as the registered owner thereof on the books and records of the issuer. In the event any such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver to the Collateral Agent a completed Pledge Supplement, duly executed by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the ABL Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. Subject to the Intercreditor Agreement, Each Grantor agrees that with respect to any Investment Related Property required to be pledged hereunder in which it currently has rights it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4.04(b) on or before the Closing Date and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.04(b) immediately upon acquiring rights therein, in Subsidiaries) each case in form and substance reasonably satisfactory to the Collateral Agent. With respect to any Investment Related Property required to be pledged hereunder that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor Account or an item to be deposited for collection) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsementendorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC; provided, however, the covenant contained herein shall not apply to “instruments” having an Uncertificated Security aggregate value of less than $250,000. With respect to any Investment Related Property issued by a Grantor required to be pledged hereunder that is an “uncertificated security” for purposes of the UCC and does not represent equity interests in an entity organized under the laws of any jurisdiction outside of the United States (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer. In issuer or (ii) use commercially reasonable efforts to cause the event any issuer of such Investment Related Property is acquired after uncertificated security to execute an agreement substantially in the date hereofform of Exhibit B hereto, the applicable Grantor shall deliver pursuant to which such issuer agrees to comply with the Collateral Agent a completed Pledge SupplementAgent’s instructions with respect to such uncertificated security upon the occurrence and during the continuance of an Event of Default, duly executed without further consent by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the ABL Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. Subject to the Intercreditor Agreement, Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4.4(b) on or before the Issue Date and with respect to any Equity Interests in SubsidiariesInvestment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4(b) promptly upon acquiring rights therein. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) an Uncertificated Security (other than any Uncertificated Securities credited to a Securities Account), regardless of whether such Grantor shall cause certificate constitutes a “certificated security” for purposes of the UCC. In addition to the foregoing, if any issuer of such Uncertificated Security to register the Collateral Agent as the registered owner thereof on the books and records of the issuer. In the event any such Investment Related Property is acquired after located in a jurisdiction outside the date hereofUnited States, the applicable each Grantor shall deliver take such additional actions, including, without limitation, causing the issuer to register the Collateral Agent a completed Pledge Supplement, duly executed by pledge on its books and records or making such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Propertyfilings or recordings, in each casecase as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the extent otherwise required by the ABL Credit Agreement; providedvalidity, that it is understood perfection and agreed that, notwithstanding the foregoing, priority of the security interest of Collateral Agent; provided that the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and Grantors shall not be affected required to take any actions contemplated by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything this sentence with respect to the contrary pledge of Equity Interests of Foreign Subsidiaries so long as the total assets (determined in accordance with GAAP) of such Foreign Subsidiaries with respect to which such actions have not been taken do not exceed $1,000,000 in the foregoing, in no event shall aggregate at any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c)time.

Delivery and Control. Subject to the Intercreditor Agreement, with respect to any Investment Related Property of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply to any Equity Interests in Subsidiaries) that is (A) (represented by a certificate or an Instrument (other than any Investment Related Property 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 8-107 of the UCC) or (B) an Uncertificated Security (other than any Uncertificated Securities credited to a Securities Account), such Grantor shall cause the issuer of such Uncertificated Security to register the Collateral Agent as the registered owner thereof on the books and records of the issuer. In the event any such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver to the Collateral Agent a completed Pledge Supplement, duly executed by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the ABL Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. Subject to the Intercreditor Agreement, (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights and which is included in the Collateral it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4.4.1(b) on or before the Credit Date and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor and which is included in Subsidiariesthe Collateral, it shall comply with the provisions of this Section 4.4.1(b) within (10) Business 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 (A) (represented by a certificate or that is an Instrument “instrument” with the value in excess of $1,000,000 (other than any Investment Related Property credited to a Securities Account)) and which is included in the Collateral, such Grantor it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), 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 “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account)) and which is included in the Collateral, such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer. In issuer or (ii) execute an agreement substantially in the event any form of Exhibit B hereto, pursuant to which such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver issuer agrees to comply with the Collateral Agent a completed Pledge Supplement, duly executed Agent’s instructions with respect to such uncertificated security (such instructions only to be given upon an Event of Default that is continuing in accordance with Section 7 hereof) without further consent by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the ABL Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. Subject to the Intercreditor Agreement, Each Grantor agrees that with respect to any Investment Related Property of any Grantor constituting that is Collateral in an amount in excess which such Grantor currently has rights (other than Receivables Contracts, to the extent not required to be delivered by Section 4.3(b)) such Grantor shall comply with the provisions of $10,000,000 (which limitation shall not apply this Section 4.4.5(b) on or before the Effective Date and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor (other than Receivables Contracts, to the extent not required to be delivered by Section 4.3(b)) such Grantor shall comply with the provisions of this Section 4.4.5(b) promptly upon acquiring rights therein, in Subsidiaries) each case in form and substance satisfactory to the Administrative Agent. With respect to any Investment Related Property that is (A) (Collateral that is represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities AccountAccount and other than Receivables Contracts, to the extent not required to be delivered by Section 4.3(b)), such Grantor shall cause such certificate or Instrument instrument to be delivered to the Collateral Administrative Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is Collateral that is an Uncertificated Security “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities AccountAccount and other than Receivables Contracts, to the extent not required to be delivered by Section 4.3(b)), such Grantor shall cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Administrative Agent as the registered owner thereof on the books and records of the issuer. In the event any such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver issuer or (ii) execute an agreement in form and substance satisfactory to the Collateral Agent a completed Pledge SupplementAdministrative Agent, duly executed pursuant to which such issuer agrees to comply with the Administrative Agent’s instructions with respect to such uncertificated security without further consent by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the ABL Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. Subject to the Intercreditor Agreement, (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4.04(b) on or before the Credit Date and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.04(b) promptly after acquiring rights therein, in Subsidiaries) each case in form and substance reasonably satisfactory to the Collateral Agent. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsementendorsement” (as defined in Section 8-107 of the UCC) or (B) ), 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 “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security which is a Subsidiary, and shall use commercially reasonable efforts to cause any issuer of such uncertificated security which is not a Subsidiary, to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer. In the event any such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver issuer or (ii) execute an uncertificated securities control agreement in a form to be approved by the Collateral Agent a completed Pledge Supplementin its reasonable discretion, duly executed pursuant to which such issuer agrees, after the occurrence and during the continuance of an Event of Default, to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the ABL Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. Subject to the Intercreditor Agreement, (i) Each Grantor agrees that with respect to any Investment Related Property of any Grantor constituting that is included in the Collateral in an amount with a value in excess of $10,000,000 100,000 individually or $300,000 in the aggregate (except with respect to any Investment Related Property issued by a Grantor or any Subsidiary of a Grantor, as to which limitation such threshold shall not apply apply, and excluding Cash Equivalents) in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) no later than 60 days following the Closing Date and with respect to any Equity Interests in Subsidiaries) Investment Related Property hereafter acquired by such Grantor that is (Aincluded in the Collateral it shall comply with the provisions of this Section 4.4.1(b) (no later than 30 days after acquiring rights therein, in each case in form and substance satisfactory to the Administrative Agent. With respect to any Investment Related Property that is included in the Collateral and that is represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Administrative Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), 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 “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such Grantor it shall use commercially reasonable efforts to cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Administrative Agent as the registered owner thereof on the books and records of the issuer. In the event any such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver issuer or (ii) execute an agreement in form and substance reasonably acceptable to the Collateral Agent a completed Pledge SupplementAdministrative Agent, duly executed pursuant to which such issuer agrees to comply with the Administrative Agent’s instructions with respect to such uncertificated security without further consent by such Grantor; provided, together with all applicable supplements to Schedules theretohowever, reflecting such new Investment Related Property, in each case, that to the extent otherwise required each interest in any limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder is a “security” within the ABL Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest meaning of Article 8 of the Collateral Agent UCC and is governed by Article 8 of the UCC, such interest shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c)certificated.

Delivery and Control. Subject to the Intercreditor Agreement, (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights and which is included in the Collateral it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4.4.1(b) on or before the date hereof and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor and which is included in Subsidiariesthe Collateral, it shall comply with the provisions of this Section 4.4.1(b) within (10) Business 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 (A) (represented by a certificate or that is an Instrument “instrument” with the value in excess of $1,000,000 (other than any Investment Related Property credited to a Securities Account)) and which is included in the Collateral, such Grantor it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), 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 “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account)) and which is included in the Collateral, such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer. In the event any such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver issuer or (ii) execute a control agreement reasonably acceptable to the Collateral Agent a completed Pledge SupplementAgent), duly executed pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security (such instructions only to be given upon an Event of Default that is continuing in accordance with Section 7 hereof) without further consent by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the ABL Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. Subject to the Intercreditor AgreementAgreements, with respect to any Investment Related Property of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply to any Equity Interests in Subsidiaries) that is (A) (represented by a certificate or an Instrument (other than any Investment Related Property 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 8-107 of the UCC) or (B) an Uncertificated Security (other than any Uncertificated Securities credited to a Securities Account), such Grantor shall cause the issuer of such Uncertificated Security to register the Collateral Agent as the registered owner thereof on the books and records of the issuer. In the event any such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver to the Collateral Agent a completed Pledge Supplement, duly executed by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the ABL Credit AgreementIndenture and/or the Intercreditor Agreements; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. Subject to the Intercreditor Agreement, Each Grantor agrees that with respect to any Investment Related Property of any Grantor constituting Collateral in an amount with a value in excess of $10,000,000 (500,000 individually or $1,000,000 in the aggregate together with all such Investment Related Property in which limitation it currently has rights it shall not apply comply with the provisions of this Section 4.4.1(b) on or before the Closing Date and with respect to any Equity Interests Investment Related Property with a value in Subsidiariesexcess of $500,000 hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) within 5 Business Days upon acquiring rights therein, in each case in form and substance satisfactory to the Collateral Agent (acting upon a Direction of the Requisite Lenders in their reasonable discretion). With respect to any Investment Related Property with a value in excess of $500,000 that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property with a value in excess of $500,000 that is an Uncertificated Security “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer. In issuer or (ii) execute an agreement substantially in the event any form of Exhibit B hereto, pursuant to which such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver issuer agrees to comply with the Collateral Agent a completed Pledge Supplement, duly executed Agent’s instructions with respect to such uncertificated security without further consent by such Grantor, together with all applicable supplements . In addition to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the ABL Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach with respect to all Investment Related Property constituting with a value in excess of $500,000 (including, without limitation, Investment Related Property acquired after the Closing Date), each Grantor shall deliver to Collateral immediately Agent (x) a duly executed irrevocable proxy coupled with an interest, in substantially the form of Exhibit C hereto (“Irrevocable Proxy”), (y) a duly acknowledged equity interest registration page, in blank, from each Issuer, substantially in the form of Exhibit D hereto, or otherwise in form and substance satisfactory to Collateral Agent (acting upon any Grantor’s acquisition a Direction of rights therein the Requisite Lenders) (“Registration Page”) and shall not be affected by the failure of any Grantor (z) cause each Issuer to execute and deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary pledge acknowledgement substantially in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(cform of Exhibit E hereto (“Pledge Acknowledgement”).

Delivery and Control. Subject to the Intercreditor Agreement, with respect to any Investment Related Property of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply to any Equity Interests in Subsidiaries) that is (A) (represented by a certificate or an Instrument (other than any Investment Related Property credited to a Securities Account), such Grantor shall within 30 days of acquisition thereof or such longer period as the Administrative Agent may agree, 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) or (B) an Uncertificated Security (other than any Uncertificated Securities credited to a Securities Account), such Grantor shall cause the issuer of such Uncertificated Security to register the Collateral Agent as the registered owner thereof on the books and records of the issuer. In the event any such Investment Related Property is acquired after the date hereof, the applicable Grantor shall within 30 days of the acquisition thereof or such longer period as the Administrative Agent may agree, deliver to the Collateral Agent a completed Pledge Supplement, duly executed by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the ABL Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. Subject to Sections 1.04(g), (h) and (i) herein, each Grantor agrees that with respect to (i) any Investment Related Property constituting Collateral in which it currently has rights it shall comply with the Intercreditor Agreement, provisions of this Section 3.03(c) on or before the Issue Date and (ii) with respect to any Investment Related Property of any Grantor constituting Collateral in an amount in excess hereafter acquired by such Grantor it shall comply with the provisions of $10,000,000 (which limitation shall not apply this Section 3.03(c) within ten days after acquiring rights therein. With respect to any Equity Interests in Subsidiaries) Investment Related Property constituting Collateral that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), 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 “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such Grantor it shall use commercially reasonable efforts to cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuerissuer 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. In the event With respect to any such Investment Related Property is acquired after consisting of Securities Accounts, Securities Entitlements or Commodities Accounts (other than to the date hereofextent constituting Excluded Property), it shall use commercially reasonable efforts to cause the applicable Grantor shall deliver securities intermediary maintaining such Securities Account, Securities Entitlements or Commodities Accounts to execute a Securities Account Control Agreement (or, in the case of Commodities Accounts, a substantially similar agreement in form and substance reasonably acceptable to the Collateral Agent a completed Pledge Supplement, duly executed 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, together with all applicable supplements . With respect to Schedules thereto, reflecting such new any Investment Related Property, in each case, Property that is a “Deposit Account” (other than to the extent otherwise required by constituting Excluded Property), it shall use commercially reasonable efforts to cause the ABL Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of depositary institution maintaining such account to enter into a Deposit Account Control Agreement pursuant to which the Collateral Agent shall attach have “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 Issue Date, as soon as practicable and in no event later than the date that is sixty days (or in the case of Deposit Accounts, ninety days) after the Issue Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Issue Date, as of or prior to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure deposit or transfer of any Grantor to deliver a Pledge Supplement as required herebysuch Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. Notwithstanding anything to the contrary in the foregoingcontrary, in no event Grantor shall any Grantor be required to deliver take any actions hereunder with respect to any Securities Account or Deposit Account to the extent such Securities Account and/or Deposit Account constitutes Excluded Property. During the continuance of an Event of Default, the Collateral Agent shall (acting at the written direction of Holders owning a majority of the aggregate outstanding principal amount of the Notes), subject to the Intercreditor Agreement (if applicable), have the right, 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 (acting at the written direction of Holders owning a majority of the aggregate outstanding principal amount of the Notes), subject to the Intercreditor Agreement (if applicable), have the right at any time, without notice to any Grantor, to exchange any certificates or Instruments evidencing instruments representing any Excluded Capital Stock Investment Related Property for certificates or Excluded Assets pursuant to this Section 4.4(c)instruments of smaller or larger denominations.

Delivery and Control. Subject to (i) currently has rights and which is included in the Intercreditor Agreement, Collateral it shall comply with the provisions of this Section 4.4.1(b) on or before the date hereof and with respect to any Investment Related Property hereafter acquired by such Grantor and which is included in the Collateral, it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 this Section 4.4.1(b) within (which limitation shall not apply 10) days upon acquiring rights therein. With respect to any Equity Interests in Subsidiaries) Investment Related Property that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account)) and which is included in the Collateral, such Grantor it shall cause such certificate or Instrument instrument to be delivered to the Collateral AgentTrustee, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), 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 “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such ) each Grantor shall cause the issuer (in the case of Pledged Equity Interests issued by a Subsidiary of a Grantor, mutual funds and other open-ended investments funds), and such Grantor shall use its commercially reasonable efforts to cause the issuer (in the case of all other Investment Related Property) of such Uncertificated Security uncertificated security, to either (i) register the Collateral Agent Trustee as the registered owner thereof on the books and records of the issuer. In issuer or (ii) execute an agreement pursuant to which such issuer agrees to comply with the event Collateral Trustee’s instructions with respect to such uncertificated security without further consent by such Grantor. (ii) Notwithstanding anything to the contrary, the Grantors shall not be required to execute and deliver any such Investment Related Property agreements, pledges, certificates or other documents to perfect Collateral Trustee’s security interest in the Capital Stock of Euramax International Holdings, B.V. ( “Dutch Holdings”); provided that to the extent Dutch Holdings is acquired after not liquidated within 90 days from the date hereof, the applicable Grantor Euramax shall promptly execute and deliver a deed of pledge governed by Dutch law with respect to the Capital Stock of the Dutch Holdings and take all other necessary actions to perfect Collateral Agent a completed Pledge Supplement, duly executed by Trustee’s security interest in such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the ABL Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the Capital Stock which security interest of the Collateral Agent Trustee shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition terminate once the liquidation of rights therein Dutch Holdings is completed and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in Dutch Holdings no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c)longer exists.