Common use of Investment Property Clause in Contracts

Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably request. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably request. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property having a value in excess of $50,000 in the aggregate now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of DefaultCommodity Intermediary, such Grantor shall immediately promptly notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (i) cause such securities intermediary Securities Intermediary or (Commodity Intermediary, as the case may be) commodity intermediary , to agree to comply with entitlement orders or other instructions Entitlement Orders from the Notes Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to such Securities Intermediary as to such securities intermediary as to such security entitlementsor other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediaryCommodity Intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets Financial Assets (as governed by Article 8 of the New York UCC) or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent) to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors Grantor that the Notes Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights would occur; provided, however, upon the waiver by the applicable Required Lenders of such Event of Default, so long as no other Event of Default shall then exist or be continuing, the Collateral Agent shall revoke any such instruction. The provisions of this paragraph shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Notes Collateral Agent is the securities intermediarySecurities Intermediary.

Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably request. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor Pledgor shall at any time hold or acquire any certificated securitiesCertificated Security constituting Pledged Collateral or Article 9 Collateral, such Grantor Pledgor shall forthwith endorse, assign and deliver the same to the Notes Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent for the benefit of the Secured PartiesAgent), accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent Agent) may from time to time reasonably requestspecify. If any securities security of a domestic issuer now owned or hereafter acquired by any Grantor are Pledgor is uncertificated and are is issued to such Grantor Pledgor or its nominee directly by the issuer thereof, such Pledgor shall promptly notify the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) of such uncertificated securities and (i) upon the Notes Intercreditor Agent’s (or, if the First-Lien Termination Date has occurred, the Collateral Agent’s ’s) reasonable request and following or (ii) upon the occurrence and during the continuance of an Event of Default Default, such Grantor Pledgor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), either (i) cause the issuer to agree to comply with instructions from the Notes Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent Agent) as to such securitiessecurity, without further consent of any Grantor Pledgor or such nominee, or (ii) arrange for cause the Notes issuer to register the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent to become Agent) as the registered owner of the securitiessuch security. If any securitiessecurity or other Investment Property, whether certificated or uncertificated, representing an Equity Interest in a third party and having a fair market value in excess of $5.0 million now or other investment property are hereafter acquired by any Pledgor is held by any Grantor such Pledgor or its nominee through a securities intermediary or commodity intermediary, upon such Pledgor shall promptly notify the Notes Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent’s request and following the occurrence of an Event of Default) thereof and, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Intercreditor Agent’s (or, if the First-Lien Termination Date has occurred, the Collateral Agent’s ’s) request and option, pursuant to an agreement a Control Agreement in form and substance reasonably satisfactory to the Notes Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent shall Agent), either (iA) cause such securities intermediary or (commodity intermediary, as applicable, to agree, in the case may be) commodity intermediary to agree of a securities intermediary, to comply with entitlement orders or other instructions from the Notes Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent Agent) to such securities intermediary as to such security entitlementssecurities or other Investment Property or, or (as in the case may be) of a commodity intermediary, to apply any value distributed on account of any commodity contract as directed by the Notes Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent Agent) to such commodity intermediary, in each case without further consent of any Grantor Pledgor or such nominee, or (iiB) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent Agent) to become the entitlement holder with respect to such Investment Property, for the ratable benefit of the Secured Parties, with the Grantor such Pledgor being permitted, only with the consent of the Notes Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent Agent) agrees with each of the Grantors Pledgors that the Notes Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent Agent) shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorPledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such withdrawal or dealing rights, would occur. The provisions of this paragraph (b) shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Notes Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent Agent) is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably request. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities, such Grantor shall forthwith promptly endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably request. If any securities Securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (but only to the extent such Securities and other Investment Property constitute Collateral) (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securitiesSecurities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securitiesSecurities. If any securitiesSecurities, whether certificated or uncertificated, or other investment property Investment Property are held by any Grantor or its nominee through a securities intermediary or commodity intermediarySecurities Intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary Securities Intermediary to agree to comply with entitlement orders Entitlement Orders or other instructions from the Notes Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case Security Entitlements without further consent of any Grantor or such nominee, or (ii) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Notwithstanding the foregoing, unless and until an Event of Default has occurred and is continuing, the Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary or commodity intermediarySecurities Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire (i) any certificated securitiesCertificated Securities of another Grantor or (ii) any Certificated Securities with a value in excess of $1,000,000 of any Person (other than another Grantor), in each case such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly immediately notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable 's written request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option's written request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (iA) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, securities or other investment property or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (iiB) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph (c) shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities, such Grantor shall forthwith promptly endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably request. If any securities Securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (but only to the extent such Securities and other Investment Property constitute Collateral) (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securitiesSecurities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securitiesSecurities. If any securitiesSecurities, whether certificated or uncertificated, or other investment property Investment Property are held by any Grantor or its nominee through a securities intermediary or commodity intermediarySecurities Intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of DefaultDefault (or, with respect to a Qualified Cash Securities Account, during the continuation of any Qualified Cash Trigger Period), such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary Securities Intermediary to agree to comply with entitlement orders Entitlement Orders or other instructions from the Notes Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case Security Entitlements without further consent of any Grantor or such nominee, or (ii) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Notwithstanding the foregoing, unless and until an Event of Default has occurred and is continuing, (A) other than during a Qualified Cash Trigger Period, the Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary or commodity intermediarySecurities Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorGrantor and (B) during a Qualified Cash Trigger Period, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply the Collateral Agent agrees to issue Entitlement Orders as reasonably requested by the Borrower with respected to any financial assets credited Qualified Cash Securities Account; provided that, with respect to this subclause (B), to the extent any such Entitlement Order requested by the Borrower constitutes withdrawal or transfer of Security Entitlements, prior to any such withdrawal or transfer the Borrower shall deliver to the Administrative Agent a securities account for which Borrowing Base Certificate giving pro forma effect to the Notes Collateral Agent is the securities intermediaryproposed withdrawal or transfer of Security Entitlements.

Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities, such Grantor shall forthwith promptly endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured Parties, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably request. If any securities Securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence and continuation of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (but only to the extent such Securities and other Investment Property constitute Collateral) (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securitiesSecurities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securitiesSecurities. If any securitiesSecurities, whether certificated or uncertificated, or other investment property Investment Property are held by any Grantor or its nominee through a securities intermediary or commodity intermediarySecurities Intermediary, upon the Notes Collateral Agent’s request and following the occurrence and continuation of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary Securities Intermediary to agree to comply with entitlement orders Entitlement Orders or other instructions from the Notes Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case Security Entitlements without further consent of any Grantor or such nominee, or (ii) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article II, : (i) if any Grantor shall at any time hold or acquire any certificated securitiessecurities constituting Collateral, such Grantor shall forthwith shall, within forty-five (45) days (or such longer period as the Collateral Agent may agree in its discretion), endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably request. If , (ii) if any securities constituting Collateral now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence and during the continuation of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable requestrequest following the occurrence and during the continuation of an Event of Default, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (iA) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (iiB) arrange for the Notes Collateral Agent to become the registered owner of the securities. If , and (iii) if any securitiessecurities constituting Collateral, whether certificated or uncertificated, or other investment property constituting Collateral are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence and during the continuation of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (iA) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (iiB) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Notwithstanding the foregoing, the Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to If the extent otherwise provided in Article IIBorrower shall, if any Grantor shall now or at any time hereafter, hold or acquire any certificated securities, such Grantor the Borrower shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesOperations Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Operations Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor the Borrower are uncertificated and are issued to such Grantor the Borrower or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor Borrower shall promptly immediately notify the Notes Collateral Operations Agent thereof and, at the Notes Collateral Operations Agent’s reasonable requestrequest and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Operations Agent, either (ia) cause the issuer to agree to comply without further consent of the Borrower or such nominee, at any time with instructions from the Notes Collateral Operations Agent as to such securities, without further consent of any Grantor or such nominee, or (iib) arrange for the Notes Collateral Operations Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Borrower are held by any Grantor the Borrower or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor Borrower shall immediately notify the Notes Collateral Operations Agent thereof and and, at the Notes Collateral Operations Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Operations Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply comply, in each case without further consent of the Borrower or such nominee, at any time with entitlement orders or other instructions from the Notes Collateral Operations Agent to such securities intermediary as to such security entitlementssecurities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Operations Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Notes Collateral Operations Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor Borrower being permitted, only with the consent of the Notes Collateral Operations Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Notes Collateral Operations Agent agrees with each of the Grantors Borrower that the Notes Collateral Operations Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorthe Borrower, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents, would occur. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Operations Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article II, if (i) If any Grantor Pledgor shall at any time hold or acquire any certificated securitiessecurities constituting Investment Property, such Grantor Pledgor shall forthwith contemporaneously with the delivery of financial statements in accordance with Section 5.01(a) or (b) of the Credit Agreement endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes blank, all in form and substance satisfactory to Collateral Agent may from time to time reasonably requestAgent. If any securities now or hereafter acquired by any Grantor Pledgor constituting Investment Property are uncertificated and are issued to such Grantor Pledgor or its nominee directly by the issuer thereof, upon such Pledgor shall contemporaneously with the Notes Collateral Agent’s request and following delivery of financial statements in accordance with Section 5.01(a) or (b) of the occurrence of an Event of Default such Grantor shall promptly Credit Agreement notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, and such Pledgor shall either (A) pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) a Control Agreement cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor Pledgor, such nominee or such nomineeany other person, or (iiB) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securitiessecurities constituting Investment Property, whether certificated or uncertificated, or other investment property are Investment Property now or hereafter acquired by any Pledgor is held by any Grantor such Pledgor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of DefaultCommodity Intermediary, such Grantor Pledgor shall immediately contemporaneously with the delivery of financial statements in accordance with Section 5.01(a) or (b) of the Credit Agreement notify the Notes Collateral Agent thereof and at the Notes and, unless waived in writing by Collateral Agent’s request and optionAgent in its sole discretion, either (A) pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) a Control Agreement cause such securities intermediary Securities Intermediary or (Commodity Intermediary, as the case may be) commodity intermediary , to agree to comply with entitlement orders Entitlement Orders or other instructions from the Notes Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlementssecurities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract Commodity Contract as directed by the Notes Collateral Agent to such commodity intermediaryCommodity Intermediary, as the case may be, in each case without further consent of any Grantor Pledgor, such nominee or such nomineeany other person, or (iiB) in the case of financial assets Financial Assets constituting Investment Property or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor Pledgor being permitted, only with the consent so long as no Default or Event of the Notes Collateral AgentDefault has occurred and is continuing, to exercise rights to withdraw or otherwise deal with such Investment PropertyProperty pursuant to an agreement in form and substance satisfactory to Collateral Agent. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph preceding sentence shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Notes Collateral Agent is the securities intermediarySecurities Intermediary. Each Pledgor represents and warrants to Collateral Agent that, as of the date hereof, such Pledgor maintains no Securities Accounts or Commodity Accounts with any Securities Intermediary or Commodity Intermediary other than (i) as set forth in Section II.E of the Perfection Certificate or (ii) those for which the applicable Pledgor has provided notice thereof to Collateral Agent pursuant to the preceding sentence. (ii) As between Collateral Agent and the Pledgors, the Pledgors shall bear the investment risk with respect to the Investment Property, and the risk of loss of, damage to, or the destruction of the Investment Property, whether in the possession of, or maintained as a Security Entitlement by, or subject to the control of, Collateral Agent, a Securities Intermediary, Commodities Intermediary, the Pledgor or any other person; provided that, nothing contained in this Section 3.04(e)(ii) shall release or relieve any Securities Intermediary or Commodities Intermediary of its duties and obligations to the Pledgors or any other person under any Control Agreement or under applicable law. Each Pledgor shall promptly pay all Charges and fees of whatever kind or nature with respect to the Investment Property pledged by it or this Agreement. In the event any Pledgor shall fail to make such payment contemplated in the immediately preceding sentence, Collateral Agent may do so for the account of such Pledgor and the Pledgors shall promptly reimburse and indemnify Collateral Agent from all costs and expenses incurred by Collateral Agent under this Section 3.04(e)(ii) in accordance with Section 7.03.

Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith forthwith, and in any event within 45 days after the acquisition thereof, endorse, assign and deliver the same to the Notes Collateral Administrative Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Administrative Agent may from time to time reasonably request. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default (about which such Grantor shall promptly notify the Notes Collateral Agent thereof Administrative Agent) and, at the Notes Collateral Administrative Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Administrative Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Administrative Agent to become the registered owner of the such securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Administrative Agent thereof and at the Notes Collateral Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Administrative Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Administrative Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Administrative Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Administrative Agent agrees with each of the Grantors that the Notes Collateral Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Administrative Agent is the securities intermediary.

Investment Property. Except to If the extent otherwise provided in Article II, if any Grantor Debtor shall at any time hold or acquire any certificated securities, such Grantor the Debtor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesParty, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent Secured Party may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor the Debtor are uncertificated and are issued to such Grantor the Debtor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor Debtor shall promptly immediately notify the Notes Collateral Agent Secured Party thereof and, at the Notes Collateral AgentSecured Party’s reasonable requestrequest and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral AgentSecured Party, either (ia) cause the issuer to agree to comply with instructions from the Notes Collateral Agent Secured Party as to such securities, without further consent of any Grantor the Debtor or such nominee, or (iib) arrange for the Notes Collateral Agent Secured Party to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Debtor are held by any Grantor the Debtor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor Debtor shall immediately notify the Notes Collateral Agent Secured Party thereof and and, at the Notes Collateral AgentSecured Party’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent Secured Party to such securities intermediary as to such security entitlementssecurities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent Secured Party to such commodity intermediary, in each case without further consent of any Grantor the Debtor or such nominee, or (ii) in the case of financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Notes Collateral Agent Secured Party to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor Debtor being permitted, only with the consent of the Notes Collateral AgentSecured Party, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuinginvestment property. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent Secured Party is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIthe Pledge Agreement, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, with such period as may reasonably be specified by the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and optionreasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, entitlements or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securitiessecurities the value of which equals or exceeds $5,000,000 individually, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured Parties(or its bailee), accompanied by such undated instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are uncertificated and if the value of such securities equals or exceeds $5,000,000 individually and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s request and option, use commercially reasonable requestefforts to, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent Senior Representative (as defined in the Intercreditor Agreement) as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent Senior Representative (as defined in the Intercreditor Agreement) to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of DefaultCommodity Intermediary, such Grantor shall immediately promptly notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option, use commercially reasonable efforts to, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (i) cause such securities intermediary Securities Intermediary or (Commodity Intermediary, as the case may be) commodity intermediary , to agree to comply with entitlement orders or other instructions Entitlement Orders from the Notes Collateral Agent Senior Representative (as defined in the Intercreditor Agreement) to such Securities Intermediary as to such securities intermediary as to such security entitlementsor other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent Senior Representative (as defined in the Intercreditor Agreement) to such commodity intermediaryCommodity Intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets Financial Assets (as governed by Article 8 of the New York UCC) or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Agent Senior Representative (as defined in the Intercreditor Agreement) to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral AgentSenior Representative (as defined in the Intercreditor Agreement), to exercise rights to withdraw or otherwise deal with such Investment Property; provided, however, that, except as otherwise provided in Article III, the Grantors shall not be required to comply with the foregoing provisions of this sentence with respect to Excluded Accounts. The Notes Collateral Agent agrees with each of the Grantors Grantor that the Notes Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Notes Collateral Agent is the securities intermediarySecurities Intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor Guarantor shall at any time hold or acquire any certificated securitiesCertificated Security, such Grantor Guarantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities security now or hereafter acquired by any Grantor are Guarantor is uncertificated and are is issued to such Grantor Guarantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s reasonable request and following the occurrence of while an Event of Default exists, such Grantor Guarantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, of such uncertificated securities and pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securitiessecurity, without further consent of any Grantor Guarantor or such nominee, or (ii) arrange for cause the Notes issuer to register the Collateral Agent to become as the registered owner of the securitiessuch security. If any securitiessecurity or other Investment Property, whether certificated or uncertificated, representing an Equity Interest in a third party and having a fair market value in excess of $10,000,000 now or other investment property are hereafter acquired by any Guarantor is held by any Grantor such Guarantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor Guarantor shall immediately promptly notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option, pursuant to an agreement a Control Agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (iA) cause such securities intermediary or (commodity intermediary, as applicable, to agree, in the case may be) commodity intermediary to agree of a securities intermediary, to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlementssecurities or other Investment Property or, or (as in the case may be) of a commodity intermediary, to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor Guarantor or such nominee, or (iiB) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, for the benefit of the Secured Parties, with the Grantor such Guarantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors Guarantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorGuarantor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such withdrawal or dealing rights, would occur. The provisions of this paragraph (c) shall not apply to any financial assets Financial Assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securitiessecurities included in Pledged Collateral or Article 9 Collateral, such Grantor shall forthwith promptly endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities included in Pledged Collateral or Article 9 Collateral now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable requestrequest and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral AgentAgent and such Grantor, either promptly (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property (in each case, included in Pledged Collateral or Article 9 Collateral) now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s reasonable request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either promptly (i) cause such securities intermediary or (commodity intermediary, as the case may be) commodity intermediary , to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, entitlements or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor or Grantor, such nominee, or any other Person, or (ii) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any financial assets Financial Assets or other Investment Property credited to a securities account accounts for which the Notes Collateral Agent is the securities intermediary, unless otherwise reasonably requested by the Collateral Agent.

Investment Property. Except to the extent otherwise provided in Without limiting each Grantor’s obligations under Article IIIII, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably request. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable requestrequest and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of intermediary (other than in an Event of DefaultExcluded Account), such Grantor shall immediately promptly notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (i) cause such securities intermediary or (commodity intermediary, as the case may be) commodity intermediary , to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, entitlements or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, as the case may be, in each case without further consent of any Grantor or Grantor, such nominee, or any other Person, or (ii) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any financial assets Financial Assets or other Investment Property credited to a securities account for which the Notes Collateral Agent is the securities intermediary, unless otherwise requested by the Collateral Agent.

Investment Property. Except to the extent otherwise provided in Article II, if If any Grantor shall at any time hold or acquire any certificated securitiessecurities (other than certificates of Subsidiaries that are not Material Subsidiaries), such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Administrative Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereofthereof with a fair market value in excess of $50,000, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Administrative Agent thereof and, at the Notes Collateral Administrative Agent’s reasonable requestrequest and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Administrative Agent as to such securities, without further consent of any Grantor or such nominee, nominee or (ii) arrange for the Notes Collateral Administrative Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately promptly notify the Notes Collateral Administrative Agent thereof and and, at the Notes Collateral Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Administrative Agent, either (iA) cause such securities intermediary or commodity intermediary (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Administrative Agent to such securities intermediary as to such security entitlements, securities or (as the case may be) other investment property or to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Administrative Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, nominee or (iiB) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Administrative Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Administrative Agent agrees with each of the Grantors that the Notes Collateral Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply , or, after giving effect to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediarysuch investment and withdrawal rights would occur.

Investment Property. Except to If the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securities, such the Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesLender, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent Lender may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any the Grantor are uncertificated and are issued to such the Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly immediately notify the Notes Collateral Agent Lender thereof and, at the Notes Collateral AgentLender’s reasonable requestrequest and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral AgentLender, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securitiescomply, without further consent of any the Grantor or such nominee, at any time with instructions from the Lender as to such securities, or (ii) arrange for the Notes Collateral Agent Lender to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Grantor are held by any the Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent Lender thereof and and, at the Notes Collateral AgentLender’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Lender, either (iy) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply comply, in each case without further consent of the Grantor or such nominee, at any time with entitlement orders or other instructions from the Notes Collateral Agent Lender to such securities intermediary as to such security entitlementssecurities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent Lender to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (iiz) in the case of financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Notes Collateral Agent Lender to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Notes Collateral AgentLender, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Notes Collateral Agent Lender agrees with each of the Grantors Grantor that the Notes Collateral Agent Lender shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any the Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents, would occur. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent Lender is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly immediately notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable requestrequest and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (ia) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (iib) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property with a value in excess of $200,000 now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlementssecurities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of “financial assets assets” (within the meaning of Article 8 of the New York UCC and governed by Article 8 of the New York UCC) or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights would occur. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article II, if If any Grantor shall at any time hold or acquire any certificated securities, such the Grantor shall forthwith endorse, assign pledge and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesPurchasers, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent Purchasers may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such the Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly immediately notify the Notes Collateral Agent Purchasers thereof and, at the Notes Collateral Agent’s reasonable requestPurchasers’ request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral AgentPurchasers, either (ia) cause the issuer to agree to comply with instructions from the Notes Collateral Agent Purchasers as to such securities, without further consent of any the Grantor or such nominee, or (iib) arrange for the Notes Collateral Agent Purchasers to become the registered owner owners of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by any the Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent Purchasers thereof and and, at the Notes Collateral Agent’s Purchasers’ request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Purchasers, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent Purchasers to such securities intermediary as to such security entitlementssecurities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent Purchasers to such commodity intermediary, in each case without further consent of any the Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Notes Collateral Agent Purchasers to become the entitlement holder holders with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Notes Collateral AgentPurchasers, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Notes Collateral Agent agrees Purchasers agree with each of the Grantors that the Notes Collateral Agent Purchasers shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorthe Grantors, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Transaction Documents, would occur. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent any Purchaser is the securities intermediary.

Investment Property. Except to If the extent otherwise provided in Article II, if any Grantor Company shall at any time hold or acquire any certificated securities, such Grantor the Company shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesLender, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent Lender may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor the Company are uncertificated and are issued to such Grantor the Company or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor Company shall promptly immediately notify the Notes Collateral Agent Lender thereof and, at the Notes Collateral Agent’s reasonable requestLender's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral AgentLender, either (ia) cause the issuer to agree to comply with instructions from the Notes Collateral Agent Lender as to such securities, without further consent of any Grantor the Company or such nominee, or (iib) arrange for the Notes Collateral Agent Lender to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Company are held by any Grantor the Company or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor Company shall immediately notify the Notes Collateral Agent Lender thereof and and, at the Notes Collateral Agent’s Lender's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Lender, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent Lender to such securities intermediary as to such security entitlementssecurities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent Lender to such commodity intermediary, in each case without further consent of any Grantor the Company or such nominee, or (ii) in the case of financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Notes Collateral Agent Lender to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor Company being permitted, only with the consent of the Notes Collateral AgentLender, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Notes Collateral Agent Lender agrees with each of the Grantors Company that the Notes Collateral Agent Lender shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorthe Company, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents, would occur. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent Lender is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article II, if If any Grantor shall shall, now or at any time hereafter, hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Administrative Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly immediately notify the Notes Collateral Administrative Agent thereof and, at the Notes Collateral Administrative Agent’s reasonable requestrequest and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent, either (ia) cause the issuer to agree to comply without further consent of such Grantor or such nominee, at any time with instructions from the Notes Collateral Administrative Agent as to such securities, without further consent of any Grantor or such nominee, or (iib) arrange for the Notes Collateral Administrative Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Administrative Agent thereof and and, at the Notes Collateral Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Administrative Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply comply, in each case without further consent of such Grantor or such nominee, at any time with entitlement orders or other instructions from the Notes Collateral Administrative Agent to such securities intermediary as to such security entitlementssecurities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Administrative Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Notes Collateral Administrative Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the such Grantor being permitted, only with the consent of the Notes Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Notes Collateral Administrative Agent agrees with each of the Grantors Grantor that the Notes Collateral Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any such Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents, would occur. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Administrative Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article II3, if any Grantor Pledgor shall at any time hold or acquire any certificated securitiesCertificated Security constituting Pledged Collateral or Article 9 Collateral, such Grantor Pledgor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Administrative Agent may from time to time reasonably requestspecify. If any securities security of a domestic issuer now owned or hereafter acquired by any Grantor are Pledgor is uncertificated and are is issued to such Grantor Pledgor or its nominee directly by the issuer thereof, such Pledgor shall promptly notify the Administrative Agent of such uncertificated securities and (i) upon the Notes Collateral Administrative Agent’s reasonable request and following or (ii) upon the occurrence and during the continuance of an Event of Default Default, such Grantor Pledgor shall promptly notify either (x) cause the Notes Collateral Agent issuer thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form execute and substance reasonably satisfactory deliver to the Notes Collateral Agent, either Administrative Agent an issuer acknowledgement in respect of such uncertificated securities in the form of Exhibit II hereto or (iy) cause the issuer to agree to comply with instructions from register the Notes Collateral Administrative Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securitiessuch security. If any securitiessecurity or other Investment Property, whether certificated or uncertificated, representing an Equity Interest in a third party and having a fair market value in excess of $5.0 million now or other investment property are hereafter acquired by any Pledgor is held by any Grantor such Pledgor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor Pledgor shall immediately promptly notify the Notes Collateral Administrative Agent thereof and and, at the Notes Collateral Administrative Agent’s request and option, pursuant to an agreement a Control Agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Administrative Agent, either (iA) cause such securities intermediary or (commodity intermediary, as applicable, to agree, in the case may be) commodity intermediary to agree of a securities intermediary, to comply with entitlement orders or other instructions from the Notes Collateral Administrative Agent to such securities intermediary as to such security entitlementssecurities or other Investment Property or, or (as in the case may be) of a commodity intermediary, to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Administrative Agent to such commodity intermediary, in each case without further consent of any Grantor Pledgor or such nominee, or (iiB) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Administrative Agent to become the entitlement holder with respect to such Investment Property, for the ratable benefit of the Secured Parties, with the Grantor such Pledgor being permitted, only with the consent of the Notes Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Administrative Agent agrees with each of the Grantors Guarantors that the Notes Collateral Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorPledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such withdrawal or dealing rights, would occur. The provisions of this paragraph (b) shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Notes Collateral Administrative Agent is the securities intermediary.

Investment Property. Except (i) As of the date hereof (1) it has no Securities Accounts other than those listed on Schedule 13 of the Perfection Certificate, (2) it does not hold, own or have any interest in any certificated securities or uncertificated securities constituting Collateral other than those constituting Pledged Securities with respect to which the extent otherwise provided Agent has a perfected first priority security interest in Article II, if such Pledged Securities (subject to Permitted Liens having priority under applicable Law). (ii) If any Grantor shall at any time hold or acquire any certificated securitiessecurities constituting Collateral required to be pledged hereunder, such Grantor shall forthwith promptly (a) notify the Agent thereof and if requested by the Agent, endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as blank, all in form and substance reasonably satisfactory to the Notes Collateral Agent may from time or (b) if requested by the Agent, deliver such securities into a Securities Account with respect to time reasonably requestwhich a Securities Account Control Agreement is in effect in favor of the Agent. If any securities constituting Collateral required to be pledged hereunder now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereofuncertificated, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at if requested by the Notes Collateral Agent’s reasonable request, (a) grant the Agent Control over such uncertificated securities pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) Agent and cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, (b) deliver such securities into a Securities Account with respect to which a Securities Account Control Agreement is in effect in favor of the Agent or (iic) arrange for the Notes Collateral Agent to become the registered owner of the securities. If Each Grantor shall not establish and maintain any securities, whether certificated or uncertificated, or other investment property are held by Securities Account with any Securities Intermediary unless (1) the applicable Grantor or shall have given the Agent ten (10) Business Days’ prior written notice of its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request intention to establish such new Securities Account with such Securities Intermediary and following the occurrence of an Event of Default, (2) such Securities Intermediary and such Grantor shall immediately notify the Notes Collateral Agent thereof have duly executed and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through delivered a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder Control Agreement with respect to such Securities Account. Each Grantor shall accept any cash and Investment Property, with the Grantor being permitted, only with the consent Property which are proceeds of the Notes Collateral AgentPledged Interests in trust for the benefit of the Agent and promptly upon receipt thereof, deposit any cash received by it into an account in which the Agent has Control, or with respect to exercise rights any Investment Properties or additional securities, take such actions as required above with respect to withdraw or otherwise deal with such Investment Propertysecurities. The Notes Collateral Agent agrees with each of the Grantors Grantor that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, issuer of uncertificated securities intermediary or commodity intermediarySecurities Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any such Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph No Grantor shall not apply grant Control over any Pledged Securities constituting Collateral and required to be pledged hereunder to any financial assets credited to a securities account for which Person other than the Agent, any Second Lien Notes Collateral Agent is (as defined in the securities intermediaryABL Intercreditor Agreement), any Additional Pari Term Debt Agent or Additional Pari Second Lien Notes Agent (each as defined in and pursuant to the ABL Intercreditor Agreement) or the ABL Collateral Agent (pursuant to the ABL Intercreditor Agreement). (iii) As between the Agent and the Grantors, the Grantors shall bear the investment risk with respect to the Investment Property and Pledged Securities, and the risk of loss of, damage to, or the 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 Agent, a Securities Intermediary, any Grantor or any other Person; provided, however, that nothing contained in this Section 3.5(c) shall release or relieve any Securities Intermediary of its duties and obligations to the Grantors or any other Person under any Control Agreement or under applicable Law. Each Grantor shall promptly pay all Claims and fees of whatever kind or nature with respect to the Pledged Securities pledged by it under this Security Agreement. In the event any Grantor shall fail to make such payment contemplated in the immediately preceding sentence, the Agent may do so for the account of such Grantor and the Grantors shall promptly reimburse and indemnify the Agent for all costs and expenses incurred by the Agent under this Section 3.5(c) in accordance with Section 12.6 of the Credit Agreement.

Investment Property. Except to the extent otherwise provided in Article IIII or in Section 3.03(h), if any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably request. If any securities Securities constituting Collateral now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (but only to the extent such Securities and other Investment Property constitute Collateral) (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securitiesSecurities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securitiesSecurities. If any securitiesSecurities constituting Collateral, whether certificated or uncertificated, or other investment property Investment Property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of DefaultSecurities Intermediary, such Grantor shall immediately promptly notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement a Control Agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (within 90 days of the establishment of such Securities Account (or such later date as the Collateral Agent shall agree)) (i) cause such securities intermediary or (as the case may be) commodity intermediary Securities Intermediary to agree to comply with entitlement orders Entitlement Orders or other instructions from the Notes Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case Security Entitlements without further consent of any Grantor Grantor, such nominee or such nomineeany other Person, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary issuer or commodity intermediary, Securities Intermediary and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article II3, if any Grantor Pledgor shall at any time hold or acquire any certificated securitiesCertificated Security constituting Pledged Collateral or Article 9 Collateral, such Grantor Pledgor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Administrative Agent may from time to time reasonably requestspecify. If any securities security of a domestic issuer now owned or hereafter acquired by any Grantor are Pledgor is uncertificated and are is issued to such Grantor Pledgor or its nominee directly by the issuer thereof, such Pledgor shall promptly notify the Administrative Agent of such uncertificated securities and (i) upon the Notes Collateral Administrative Agent’s reasonable request and following or (ii) upon the occurrence and during the continuance of an Event of Default Default, such Grantor Pledgor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Administrative Agent as to such securitiessecurity, without further consent of any Grantor Pledgor or such nominee, or (ii) arrange for cause the Notes Collateral issuer to register the Administrative Agent to become as the registered owner of the securitiessuch security. If any securitiessecurity or other Investment Property, whether certificated or uncertificated, representing an Equity Interest in a third party and having a fair market value in excess of $5.0 million now or other investment property are hereafter acquired by any Pledgor is held by any Grantor such Pledgor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor Pledgor shall immediately promptly notify the Notes Collateral Administrative Agent thereof and and, at the Notes Collateral Administrative Agent’s request and option, pursuant to an agreement a Control Agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Administrative Agent, either (iA) cause such securities intermediary or (commodity intermediary, as applicable, to agree, in the case may be) commodity intermediary to agree of a securities intermediary, to comply with entitlement orders or other instructions from the Notes Collateral Administrative Agent to such securities intermediary as to such security entitlementssecurities or other Investment Property or, or (as in the case may be) of a commodity intermediary, to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Administrative Agent to such commodity intermediary, in each case without further consent of any Grantor Pledgor or such nominee, or (iiB) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Administrative Agent to become the entitlement holder with respect to such Investment Property, for the ratable benefit of the Secured Parties, with the Grantor such Pledgor being permitted, only with the consent of the Notes Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Administrative Agent agrees with each of the Grantors Guarantors that the Notes Collateral Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorPledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such withdrawal or dealing rights, would occur. The provisions of this paragraph (b) shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Notes Collateral Administrative Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIARTICLE 4, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorseindorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly immediately notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable requestrequest and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights would occur. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities, such Grantor shall forthwith promptly endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably request. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either reasonably (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securitiesSecurities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securitiesSecurities. If any securitiesSecurities, whether certificated or uncertificated, or other investment property Investment Property are held by any Grantor or its nominee through a securities intermediary or commodity intermediarySecurities Intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary Securities Intermediary to agree to comply with entitlement orders Entitlement Orders or other instructions from the Notes Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case Security Entitlements without further consent of any Grantor or such nominee, or (ii) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Notwithstanding the foregoing, unless and until an Event of Default has occurred and is continuing, the Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary or commodity intermediarySecurities Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securitiesCertificated Security having a value in excess of $10,000, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly immediately notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable requestrequest and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (iA) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, securities or other investment property or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (iiB) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph (c) shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to If the extent otherwise provided in Article IICompany shall, if any Grantor shall now or at any time hereafter, hold or acquire any certificated securities, such Grantor the Company shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor the Company are uncertificated and are issued to such Grantor the Company or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor Company shall promptly immediately notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (ia) cause the issuer to agree to comply without further consent of the Company or such nominee, at any time with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (iib) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Company are held by any Grantor the Company or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor Company shall immediately notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s 's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply comply, in each case without further consent of the Company or such nominee, at any time with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlementssecurities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor Company being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Notes Collateral Agent agrees with each of the Grantors Company that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorthe Company, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Loan Documents, would occur. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured Parties(or its bailee), accompanied by such undated instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s request and option, use commercially reasonable requestefforts to, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent Senior Representative (as defined in the Intercreditor Agreement) as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent Senior Representative (as defined in the Intercreditor Agreement) to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of DefaultCommodity Intermediary, such Grantor shall immediately promptly notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option, use commercially reasonable efforts to, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (i) cause such securities intermediary Securities Intermediary or (Commodity Intermediary, as the case may be) commodity intermediary , to agree to comply with entitlement orders or other instructions Entitlement Orders from the Notes Collateral Agent Senior Representative (as defined in the Intercreditor Agreement) to such Securities Intermediary as to such securities intermediary as to such security entitlementsor other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent Senior Representative (as defined in the Intercreditor Agreement) to such commodity intermediaryCommodity Intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets Financial Assets (as governed by Article 8 of the New York UCC) or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Agent Senior Representative (as defined in the Intercreditor Agreement) to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral AgentSenior Representative (as defined in the Intercreditor Agreement), to exercise rights to withdraw or otherwise deal with such Investment Property; provided, however, that, except as otherwise provided in Article III, the Grantors shall not be required to comply with the foregoing provisions of this sentence with respect to Excluded Accounts. The Notes Collateral Agent agrees with each of the Grantors Grantor that the Notes Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Notes Collateral Agent is the securities intermediarySecurities Intermediary.

Investment Property. Except to If the extent otherwise provided in Article II, if any Grantor Company shall at any time hold or acquire any certificated securities, such Grantor the Company shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Administrative Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor the Company are uncertificated and are issued to such Grantor the Company or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor Company shall promptly notify the Notes Collateral Administrative Agent thereof and, at the Notes Collateral Administrative Agent’s reasonable requestrequest and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Administrative Agent as to such securities, without further consent of any Grantor the Company or such nominee, nominee or (ii) arrange for the Notes Collateral Administrative Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Company are held by any Grantor the Company or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor Company shall immediately promptly notify the Notes Collateral Administrative Agent thereof and and, at the Notes Collateral Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Administrative Agent, either (iA) cause such securities intermediary or commodity intermediary (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Administrative Agent to such securities intermediary as to such security entitlements, securities or (as the case may be) other investment property or to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Administrative Agent to such commodity intermediary, in each case without further consent of any Grantor the Company or such nominee, nominee or (iiB) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Administrative Agent to become the entitlement holder with respect to such Investment Property, with the Grantor Company being permitted, only with the consent of the Notes Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Administrative Agent agrees with each of the Grantors Company that the Notes Collateral Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorthe Company, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply , or, after giving effect to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediarysuch investment and withdrawal rights would occur.

Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities, such Grantor shall forthwith promptly endorse, assign and deliver the same to the Notes Collateral Administrative Agent for the benefit of the applicable Secured Parties, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Notes Collateral Administrative Agent may from time to time reasonably request. If any securities Securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Administrative Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Administrative Agent thereof and, at the Notes Collateral Administrative Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent, either (but only to the extent such Securities and other Investment Property constitute Collateral) (i) cause the issuer to agree to comply with instructions from the Notes Collateral Administrative Agent as to such securitiesSecurities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Administrative Agent to become the registered owner of the securitiesSecurities. If any securitiesSecurities, whether certificated or uncertificated, or other investment property Investment Property are held by any Grantor or its nominee through a securities intermediary or commodity intermediarySecurities Intermediary, upon the Notes Collateral Administrative Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Administrative Agent thereof and at the Notes Collateral Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary Securities Intermediary to agree to comply with entitlement orders Entitlement Orders or other instructions from the Notes Collateral Administrative Agent to such securities intermediary Securities Intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case Security Entitlements without further consent of any Grantor or such nominee, or (ii) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Administrative Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Notwithstanding the foregoing, unless and until an Event of Default has occurred and is continuing, the Administrative Agent agrees with each of the Grantors that the Notes Collateral Administrative Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary or commodity intermediarySecurities Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except (1) As of the date hereof (1) it has no Securities Accounts other than those listed in Section II.B. of the Perfection Certificate, (2) it does not hold, own or have any interest in any certificated securities or uncertificated securities constituting Pledged Interests other than those with respect to which the extent otherwise provided Agent has a perfected first priority security interest in Article IIsuch Pledged Interests, if and (3) it has entered into a duly authorized, executed and delivered Control Agreement with respect to each Securities Account listed in Section II.B. of the Perfection Certificate pursuant to which the Agent has a perfected first priority security interest in such Securities Accounts by Control. (2) If any Grantor shall at any time hold or acquire any certificated securitiesSecurities, other than any Securities constituting Excluded Equity not required to be pledged hereunder, such Grantor shall forthwith promptly (a) notify the Agent thereof and endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as blank, all in form and substance reasonably satisfactory to the Notes Collateral Agent may from time or (b) deliver such Securities into a Securities Account with respect to time reasonably requestwhich a Control Agreement is in effect in favor of the Agent. If any securities Securities now or hereafter acquired by any Grantor Grantor, other than any Securities constituting Excluded Equity not required to be pledged hereunder, are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereofuncertificated, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, and pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (ia) grant Control to the Agent and cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securitiesSecurities, without further consent of any Grantor or such nominee, (b) cause a security entitlement with respect to such uncertificated security to be held in a Securities Account with respect to which the Agent has Control or (iic) arrange for the Notes Collateral Agent to become the registered owner of the securitiesSecurities. If Grantor shall not hereafter establish and maintain any securitiesSecurities Account with any Securities Intermediary unless (1) the applicable Grantor shall have given the Agent five (5) Business Days’ prior written notice of its intention to establish such new Securities Account with such Securities Intermediary, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, (2) such Securities Intermediary and such Grantor shall immediately notify the Notes Collateral Agent thereof have duly executed and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through delivered a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder Control Agreement with respect to such Securities Account. Each Grantor shall accept any cash and Investment Property, with the Grantor being permitted, only with the consent Property which are proceeds of the Notes Collateral Pledged Interests in trust for the benefit of the Agent and promptly upon receipt thereof, deposit any cash received by it into an account with respect to which the Agent has Control, or with respect to any Investment Property or additional Securities, take such actions as required above with respect to such Securities. No Grantor shall grant Control over any Pledged Interests to any Person other than the Agent (subject to clause (r) of the definition of Permitted Encumbrances). (3) As between the Agent and the Grantors, the Grantors shall bear the investment risk with respect to the Investment Property and Pledged Interests, and the risk of loss of, damage to, or the destruction of the Investment Property and Pledged Interests, whether in the possession of, or maintained as a security entitlement or deposit by, or subject to the control of, the Agent, a Securities Intermediary, any Grantor or any other Person; provided, however, that nothing contained in this SECTION 4.4(b) shall release or relieve any Securities Intermediary of its duties and obligations to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent or any other Person under any Control Agreement or under applicable Law. Each Grantor shall not give any such entitlement orders promptly pay all Claims and fees of whatever kind or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent nature with respect to the exercise Pledged Interests. In the event any Grantor shall fail to make such payment contemplated in the immediately preceding sentence, the Agent may do so for the account of any withdrawal or dealing rights such Grantor and the Grantors shall promptly reimburse and indemnify the Agent for all costs and expenses incurred by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of the Agent under this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediarySECTION 4.4(b).

Investment Property. Except to If the extent otherwise provided in Article II, if any Grantor Borrower shall at any time hold or acquire any certificated securitiesCertificated Securities, such Grantor the Borrower shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Administrative Agent may from time to time reasonably requestspecify, all of which thereafter shall be held by the Administrative Agent, pursuant to the terms of this Agreement, as part of the Collateral. If any securities Securities now held or hereafter acquired by any Grantor the Borrower are uncertificated Uncertificated Securities and are issued to such Grantor the Borrower or its nominee directly by the issuer Issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor Borrower shall promptly notify the Notes Collateral Administrative Agent thereof and, at the Notes Collateral Administrative Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s 's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent, either (i) cause the Issuer to agree to comply with instructions from the Administrative Agent as to such Securities, without further consent of the Borrower or such nominee, or (ii) arrange for the Administrative Agent to become the registered owner of the Securities. If the Borrower, as registered holder of Investment Property, receives any stock certificate, option or right, or other distribution, whether as an addition to, in substitution of, or in exchange for, such Investment Property, or otherwise, the Borrower agrees to accept the same in trust for the Administrative Agent and the Banks and, upon the occurrence and continuance of an Event of Default, to forthwith endorse, assign and deliver the same to the Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify, to be held by the Administrative Agent as Collateral. If any Securities, whether Certificated Securities or Uncertificated Securities, or other Investment Property now held or hereafter acquired by the Borrower are held by the Borrower or its nominee through a Securities Intermediary or Commodity Intermediary, the Borrower shall promptly notify the Administrative Agent thereof and, at the Administrative Agent's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either (i) cause such securities intermediary Securities Intermediary or (Commodity Intermediary, as the case may be) commodity intermediary , to agree to comply with entitlement orders Entitlement Orders or other instructions from the Notes Collateral Administrative Agent to such securities intermediary Securities Intermediary as to such security entitlementsSecurities or other Investment Property or, or (as the case may be) , to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Administrative Agent to such commodity intermediaryCommodity Intermediary, in each case without further consent of any Grantor the Borrower or such nominee, or (ii) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Administrative Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Administrative Agent agrees with each of the Grantors that Borrower that, under this Section 8.12, the Notes Collateral Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuerIssuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorthe Borrower, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment or withdrawal rights not otherwise permitted by the Loan Agreement, would occur. The provisions In addition, so long as no Event of Default shall have occurred and be continuing, (i) the Borrower shall have the right to exercise all voting, consensual and other powers or ownership pertaining to the Securities for all purposes not inconsistent with the terms of this paragraph Agreement, the Loan Agreement or any other instrument or agreement referred to herein or therein; and the Administrative Agent shall not apply execute and deliver or cause to be executed and delivered to the Borrower all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Borrower may reasonably request for the purpose of enabling the Borrower to exercise the rights and powers which it is entitled to exercise pursuant hereto, and (ii) the Borrower shall be entitled to receive and retain any financial assets credited to a securities account for which dividends or other distributions on the Notes Collateral Agent is the securities intermediarySecurities.

Investment Property. Except to the extent otherwise provided in Article II, if If any Grantor Obligor shall at any time hold or acquire any certificated securities, then such Grantor Obligor shall forthwith promptly endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesBank, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent Bank may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor Obligor are uncertificated and are issued to such Grantor Obligor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly Obligor shall, within five (5) Business Days, notify the Notes Collateral Agent Bank thereof and, at the Notes Collateral AgentBank’s reasonable requestrequest and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral AgentBank, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent Bank as to such securities, without further consent of any Grantor such Obligor or such nominee, or (ii) arrange for the Notes Collateral Agent Bank to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired, by any Obligor are held by any Grantor such Obligor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Defaultsuch Obligor shall notify Bank thereof and, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral AgentBank’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Bank, either (ix) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent Bank to such securities intermediary as to such security entitlementssecurities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent Bank to such commodity intermediary, in each case without further consent of any Grantor such Obligor or such nominee, or (iiy) in the case of financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Notes Collateral Agent Bank to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor such Obligor being permitted, only with the consent of the Notes Collateral AgentBank, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuinginvestment property. The provisions of this paragraph Section 8.11(c) shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent Bank is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly immediately notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s 's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (iA) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, securities or other investment property or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (iiB) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph (c) shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article II, if If any Grantor shall shall, now or at any time hereafter, hold or acquire Collateral evidenced by any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Administrative Agent may from time to time reasonably requestspecify. If any securities constituting Collateral now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly immediately notify the Notes Collateral Administrative Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent, either (a) cause the issuer to agree to comply, without further consent of such Grantor or such nominee, at any time with instructions from the Administrative Agent as to such securities, or (b) arrange for the Administrative Agent to become the registered owner of the securities. If any securities constituting Collateral, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a securities intermediary or commodity intermediary, such Grantor shall immediately notify the Administrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply comply, in each case without further consent of such Grantor or such nominee, at any time with entitlement orders or other instructions from the Notes Collateral Administrative Agent to such securities intermediary as to such security entitlementssecurities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Administrative Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Notes Collateral Administrative Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the such Grantor being permitted, only with the consent of the Notes Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Notes Collateral Administrative Agent agrees with each of the Grantors Grantor that the Notes Collateral Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any such Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply , or, after giving effect to any financial assets credited to a securities account for which such investment and withdrawal rights not otherwise permitted by the Notes Collateral Agent is the securities intermediaryLoan Documents, would occur.

Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably request. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article II, if (i) If any Grantor Pledgor shall at any time hold or acquire any certificated securitiessecurities constituting Investment Property, such Grantor Pledgor shall forthwith promptly endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as blank, all in form and substance reasonably satisfactory to the Notes Collateral Agent may from time to time reasonably requestAgent. If any securities now or hereafter acquired by any Grantor Pledgor constituting Investment Property are uncertificated and are issued to such Grantor Pledgor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor Pledgor shall promptly immediately notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, and such Pledgor shall either (A) pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) a Control Agreement cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor Pledgor, such nominee or such nomineeany other person, or (iiB) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securitiessecurities constituting Investment Property, whether certificated or uncertificated, or other investment property are Investment Property now or hereafter acquired by any Pledgor is held by any Grantor such Pledgor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of DefaultCommodity Intermediary, such Grantor Pledgor shall immediately promptly notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and optionand, either (A) pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) a Control Agreement cause such securities intermediary Securities Intermediary or (Commodity Intermediary, as the case may be) commodity intermediary , to agree to comply with entitlement orders Entitlement Orders or other instructions from the Notes Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlementssecurities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract Commodity Contract as directed by the Notes Collateral Agent to such commodity intermediaryCommodity Intermediary, as the case may be, in each case without further consent of any Grantor Pledgor, such nominee or such nomineeany other person, or (iiB) in the case of financial assets Financial Assets constituting Investment Property or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor Pledgor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment PropertyProperty pursuant to an agreement in form and substance satisfactory to the Collateral Agent. As of the date hereof, such Pledgor maintains no Securities Accounts or Commodity Accounts with any Securities Intermediary or Commodity Intermediary other than (i) as set forth in Schedule 15 to the Perfection Certificate or (ii) those for which the applicable Pledgor has provided notice thereof to Collateral Agent pursuant to the preceding sentence. Each such Securities Account or Commodities Account is subject to a Control Agreement which is in full force and effect. The Notes Collateral Agent agrees with each of the Grantors Pledgors that (x) the Notes Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, shall not issue a notice of sole control or any similar instructions and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorPledgor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights would occur and (y) the Collateral Agent shall promptly deliver notice to the applicable Securities Intermediary or Commodities Intermediary rescinding any notice of sole control or any similar instructions at such time as an Event of Default is no longer continuing. The provisions of this paragraph Section 3.04(c) shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Notes Collateral Agent is the securities intermediarySecurities Intermediary. The Collateral Agent shall deliver a copy of any notice of sole control or any similar instructions to the applicable Pledgor simultaneously with the delivery of such notice to the applicable Securities Intermediary or Commodity Intermediary; provided that failure to deliver such notice shall not limit the Collateral Agent's right to take such action or the validity of any such action. Notwithstanding the foregoing, the provisions set forth in this Section 3.04(c)(i), shall not apply to any Investment Property (x) held by any Pledgor for less than two days solely in connection with short-term repurchase agreements and (y) held by any Pledgor for less than ninety one days solely in held by any Pledgor for less than ninety one days solely in connection with short-term repurchase agreements, provided that the aggregate value of such Investment Property described in this clause (y) is less then $2,500,000 in the aggregate for all Pledgors. (ii) As between the Collateral Agent and the Pledgors, the Pledgors shall bear the investment risk with respect to the Investment Property, Pledged Notes and Pledged Equity Interests, and the risk of loss of, damage to, or the destruction of the Investment Property, Pledged Notes, and Pledged Equity Interests whether in the possession of, or maintained as a security entitlement by, or subject to the control of, the Collateral Agent (unless due to the gross negligence or willful misconduct of the Collateral Agent), a Securities Intermediary, Commodities Intermediary, the Pledgor or any other person; provided, however, that nothing contained in this Section 3.04(c) shall release or relieve any Securities Intermediary or Commodities Intermediary, of its duties and obligations to the Pledgors or any other person under any Control Agreement or under applicable law. Each Pledgor shall promptly pay all Claims and fees of whatever kind or nature with respect to the Investment Property pledged by it or this Agreement. In the event any Pledgor shall fail to make such payment contemplated in the immediately preceding sentence, the Collateral Agent may do so for the account of such Pledgor and the Pledgors shall promptly reimburse and indemnify the Collateral Agent from all costs and expenses incurred by the Collateral Agent under this Section 3.04(c) in accordance with Section 6.03 hereof.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default thereof such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request and option, within ninety (90) days (or such later date as agreed to by the Agent) of the date of the Agent’s request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (ia) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (iib) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of DefaultCommodity Intermediary, such Grantor shall immediately promptly notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option, within ninety (90) days (or such later date as agreed to by the Agent) of the date of the Agent’s request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (ia) cause such securities intermediary Securities Intermediary or (Commodity Intermediary, as the case may be) commodity intermediary , to agree to comply with entitlement orders Entitlement Orders or other instructions from the Notes Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlementssecurities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediaryCommodity Intermediary, in each case without further consent of any Grantor or such nominee, or (iib) in the case of financial assets Financial Assets (as governed by Article 8 of the New York UCC) or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights rights, by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Notes Collateral Agent is the securities intermediarySecurities Intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of DefaultCommodity Intermediary, such Grantor shall immediately promptly notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and optionrequest, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary Securities Intermediary or (Commodity Intermediary, as the case may be) commodity intermediary , to agree to comply with entitlement orders or other instructions Entitlement Orders from the Notes Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlementssecurities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediaryCommodity Intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors Grantor that the Notes Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor Pledgor shall at any time hold or acquire any certificated securitiesCertificated Security, such Grantor Pledgor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities security of a domestic issuer now or hereafter acquired by any Grantor are Pledgor is uncertificated and are is issued to such Grantor Pledgor or its nominee directly by the issuer thereof, (i) upon the Notes Collateral Agent’s reasonable request and following (ii) upon the occurrence and during the continuance of an Event of Default Default, such Grantor Pledgor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, of such uncertificated securities and pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securitiessecurity, without further consent of any Grantor Pledgor or such nominee, or (ii) arrange for cause the Notes issuer to register the Collateral Agent to become as the registered owner of the securitiessuch security. If any securitiessecurity or other Investment Property, whether certificated or uncertificated, representing an Equity Interest in a third party and having a fair market value in excess of $500,000 now or other investment property are hereafter acquired by any Pledgor is held by any Grantor such Pledgor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor Pledgor shall immediately promptly notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option, pursuant to an agreement a Control Agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (iA) cause such securities intermediary or (commodity intermediary, as applicable, to agree, in the case may be) commodity intermediary to agree of a securities intermediary, to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlementssecurities or other Investment Property or, or (as in the case may be) of a commodity intermediary, to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor Pledgor or such nominee, or (iiB) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, for the ratable benefit of the Secured Parties, with the Grantor such Pledgor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors Guarantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorPledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such withdrawal or dealing rights, would occur. The provisions of this paragraph (b) requiring a Control Agreement shall not apply to any financial assets Financial Assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent Administrative Agent, for the benefit of the other Secured Parties, accompanied by such instruments of transfer or assignment duly executed endorsed in blank by such Grantor as the Notes Collateral Administrative Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly immediately notify the Notes Collateral Administrative Agent thereof and, at the Notes Collateral Administrative Agent’s reasonable requestrequest and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Administrative Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Administrative Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Administrative Agent thereof and and, at the Notes Collateral Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Administrative Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Administrative Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Administrative Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Administrative Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Notes Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Notes Collateral Administrative Agent agrees with each of the Grantors Grantor that the Notes Collateral Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Administrative Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the applicable First Lien Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably request. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to If the extent otherwise provided in Article II, if any Grantor Debtor shall at any time hold or acquire any certificated securities, such Grantor the Debtor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesParty, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent Secured Party may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor the Debtor are uncertificated and are issued to such Grantor the Debtor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor Debtor shall promptly immediately notify the Notes Collateral Agent Secured Party thereof and, at the Notes Collateral Agent’s reasonable requestSecured Party's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral AgentSecured Party, either either: (ia) cause the issuer to agree to comply with instructions from the Notes Collateral Agent Secured Party as to such securities, without further consent of any Grantor the Debtor or such nominee, or ; or (iib) arrange for the Notes Collateral Agent Secured Party to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Debtor are held by any Grantor the Debtor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor Debtor shall immediately notify the Notes Collateral Agent Secured Party thereof and and, at the Notes Collateral Agent’s Secured Party's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either Secured Party, either: (i1) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent Secured Party to such securities intermediary as to such security entitlementssecurities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent Secured Party to such commodity intermediary, in each case without further consent of any Grantor the Debtor or such nominee, or ; or (ii2) in the case of financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Notes Collateral Agent Secured Party to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor Debtor being permitted, only with the consent of the Notes Collateral AgentSecured Party, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuinginvestment property. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent Secured Party is the securities intermediary.

Investment Property. Except With respect to the extent otherwise provided in Article II, if Investment Property (other than Excluded Stock) and Pledged Equity: (a) If any Grantor Debtor shall at any time hold or acquire any Pledged Equity which consists of certificated securities, whether as a stock split, stock dividend, or other distribution with respect to Pledged Equity, or otherwise, such Grantor Debtor shall forthwith endorsepromptly, assign and in any event within thirty (30) days after receipt thereof, deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Administrative Agent or the Required Lenders may from time to time reasonably requestspecify. If any securities Pledged Equity now owned or hereafter acquired by any Grantor are Debtor consists of uncertificated securities and are is issued to such Grantor Debtor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor Debtor shall promptly immediately notify the Notes Collateral Administrative Agent thereof andthereof, at and shall take any actions reasonably requested by the Notes Collateral Agent’s reasonable request, pursuant Administrative Agent or the Required Lenders to an agreement in form and substance reasonably satisfactory to enable the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Administrative Agent to become obtain “control” (within the registered owner meaning of Section 8-106 of the securitiesUCC) with respect thereto. If any securitiesPledged Equity, whether certificated securities or uncertificateduncertificated securities, or other investment property are held Investment Property (including Securities Accounts and commodities accounts) now or hereafter acquired by any Grantor Debtor is held or acquired by such Debtor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor Debtor shall immediately notify the Notes Collateral Administrative Agent thereof and at shall take any actions reasonably requested by the Notes Collateral Agent’s request Administrative Agent or the Required Lenders to enable the Administrative Agent to obtain “control” (within the meaning of Section 8-106 and/or Section 9-106 of the UCC, as applicable) with respect thereto, including the execution of Control Agreements reasonably acceptable to the Administrative Agent and option, the Required Lenders. To the extent that the Administrative Agent has the right pursuant to an agreement in form and substance reasonably satisfactory the foregoing to the Notes Collateral Agent shall either (i) cause such give entitlement orders or instructions or directions to any issuer, securities intermediary or (as the case may be) commodity intermediary or to agree withhold its consent to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account exercise of any commodity contract as directed withdrawal or dealing rights by any Debtor, the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Administrative Agent agrees with each of the Grantors Debtor that the Notes Collateral Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorDebtor, unless an Event of Default has occurred and is continuing. (b) So long as no Event of Default has occurred and is continuing, each Debtor shall be entitled: (i) to exercise, in a manner not inconsistent with the terms hereof, the voting power with respect to the Pledged Equity of such Debtor, and for that purpose the Administrative Agent shall (if any Pledged Equity shall be registered in the name of the Administrative Agent or its nominee), at the direction of the Required Lenders, execute or cause to be executed from time to time, at the expense of the Borrower, such proxies or other instruments in favor of such Debtor or its nominee, in such form and for such purposes as shall be reasonably requested by such Debtor, to enable it to exercise such voting power with respect to the Pledged Equity; and (ii) except as otherwise provided herein or in the Credit Agreement, to receive and retain for its own account any and all payments, proceeds, dividends, distributions, property, assets, or rights to the extent such are permitted pursuant to the terms of the Credit Agreement, other than (x) stock or liquidating dividends or (y) other dividends or other amounts payable under or in connection with any recapitalization, restructuring, or other non-ordinary course event (the dividends and amounts in this clause (y) being “Extraordinary Payments”), paid, issued or distributed from time to time in respect of the Pledged Equity. The During the continuation of an Event of Default, if any Extraordinary Payment is paid or payable, then such sum shall be paid by each such Debtor to the Administrative Agent promptly, and in any event within ten (10) Business Days after receipt thereof, to be held by the Administrative Agent, for the benefit of the holders of the Secured Obligations, as additional collateral hereunder. (c) Upon the occurrence and during the continuance of any Event of Default, all rights of each Debtor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to ‎Section 4.06(b) and to receive the payments, proceeds, dividends, distributions, property, assets, or rights that the Debtor would otherwise be authorized to receive and retain pursuant to ‎Section 4.06(b) shall cease, and thereupon the Administrative Agent, at the direction of the Required Lenders, shall be entitled to exercise all voting power with respect to the Pledged Equity and to receive and retain, as additional collateral hereunder, any and all payments, proceeds, dividends, distributions, property, assets, or rights at any time declared or paid upon any of the Pledged Equity during such an Event of Default and otherwise to act with respect to the Pledged Equity as outright owner thereof. In the event that the Administrative Agent, at the direction of the Required Lenders, exercises its rights under this Section 4.06(c), it shall concurrently deliver notice thereof to each Debtor. (d) All payments, proceeds, dividends, distributions, property, assets, instruments or rights that are received by each Debtor contrary to the provisions of this paragraph ‎Section 4.06 shall be received and held in trust for the benefit of the Administrative Agent, for the benefit of the holders of the Secured Obligations, shall be segregated by each Debtor from other funds of such Debtor and shall be forthwith paid over to the Administrative Agent as Pledged Equity in the same form as so received (with any necessary endorsement). (e) If such Debtor is an issuer of Pledged Equity, such Debtor agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Equity issued by it and will comply with such terms insofar as such terms are applicable to it and (ii) it will comply with instructions received by it pursuant to the terms of ‎Section 4.06(f) with respect to the Pledged Equity issued by it. In addition, if any such Debtor is a partnership or a limited liability company, such Debtor (i) confirms that none of the terms of any equity interest issued by it provides that such equity interest is a “security” within the meaning of the UCC, (ii) agrees that it will take no action to cause or permit any such equity interest to become a security, (iii) agrees that it will not apply issue any certificate representing any such equity interest and (iv) agrees that if, notwithstanding the foregoing, any such equity interest shall be or become a security, such Debtor will (and the Debtor that holds such equity interest hereby instructs such issuing Debtor to) comply with reasonable instructions originated by the Administrative Agent or the Required Lenders without further consent by such Debtor. (f) Each Debtor hereby authorizes and instructs each issuer of any Pledged Equity pledged by such Debtor hereunder to (i) comply with any financial assets credited instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Debtor, and each Debtor agrees that each such issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to a securities account the Pledged Equity directly to the Administrative Agent for which the Notes Collateral Agent is benefit of the securities intermediaryholders of the Secured Obligations.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable requestrequest and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, nominee or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of DefaultCommodity Intermediary, such Grantor shall immediately promptly notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (i) cause such securities intermediary Securities Intermediary or (Commodity Intermediary, as the case may be) commodity intermediary , to agree to comply with entitlement orders or other instructions Entitlement Orders from the Notes Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlementssecurities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediaryCommodity Intermediary, in each case without further consent of any Grantor or such nominee, nominee or (ii) in the case of financial assets Financial Assets (as governed by Article 8 of the New York UCC) or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors Grantor that the Notes Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply , or, after giving effect to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediarysuch investment and withdrawal rights, would occur.

Investment Property. Except to the extent otherwise provided in Article II, if If any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities constituting Collateral, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Administrative Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Administrative Agent may from time to time reasonably request. If any securities Securities constituting Collateral now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Administrative Agent’s request and following the occurrence of an a Cash Dominion Event of Default such Grantor shall promptly notify the Notes Collateral Administrative Agent thereof and, at the Notes Collateral Administrative Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent, either (but only to the extent such Securities and other Investment Property are, or would be, Collateral) (i) cause the issuer to agree to comply with instructions from the Notes Collateral Administrative Agent as to such securitiesSecurities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Administrative Agent to become the registered owner of the securitiesSecurities. If any securitiesSecurities, whether certificated or uncertificated, or other investment property Investment Property are held by any Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, upon the Notes Collateral Administrative Agent’s reasonable request and following the occurrence of an Event of Defaultoption, such Grantor shall immediately notify the Notes Collateral Administrative Agent thereof and at the Notes Collateral Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent shall either (i) cause such securities intermediary Securities Intermediary or (as the case may be) commodity intermediary Commodity Intermediary to agree to comply with entitlement orders Entitlement Orders or other instructions from the Notes Collateral Administrative Agent to such securities intermediary Securities Intermediary as to such security entitlementsSecurity Entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract Commodity Contract as directed by the Notes Collateral Administrative Agent to such commodity intermediaryCommodity Intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Administrative Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Administrative Agent agrees with each of the Grantors that the Notes Collateral Administrative Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an a Cash Dominion Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to If the extent otherwise provided in Article II, if any Grantor Maker shall at any time hold or acquire any certificated securitiessecurities (other than the TSE Securities), such Grantor shall the Maker shall, at the request and option of the Collateral Agent, forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor the Maker are uncertificated and are issued to such Grantor the Maker or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor Maker shall promptly immediately notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s request and option, use its commercially reasonable requestefforts to, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (ia) cause the issuer to agree to comply comply, without further consent of the Maker or such nominee, at any time with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (iib) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Maker are held by any Grantor the Maker or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor Maker shall immediately notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option, use its commercially reasonable efforts to, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply comply, in each case without further consent of the Maker or such nominee, at any time with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlementssecurities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property. The Notes Collateral Agent agrees with each of the Grantors Maker that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorthe Maker, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights prohibited by the Loan Documents, would occur. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall If Borrower at any time hold holds or acquire acquires any certificated securities, such Grantor shall Borrower will forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesLender, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent Lender may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor Borrower are uncertificated and are issued to such Grantor Borrower or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly Borrower will immediately notify the Notes Collateral Agent Lender thereof and, at the Notes Collateral AgentLender’s reasonable requestrequest and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral AgentLender, either (ia) cause the issuer to agree to comply with instructions from the Notes Collateral Agent Lender as to such securities, without further consent of any Grantor Borrower or such nominee, or (iib) arrange for the Notes Collateral Agent Lender to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Borrower are held by any Grantor Borrower or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall Borrower will immediately notify the Notes Collateral Agent Lender thereof and and, at the Notes Collateral AgentLender’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Lender, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent Lender to such securities intermediary as to such security entitlementssecurities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent Lender to such commodity intermediary, in each case without further consent of any Grantor Borrower or such nominee, or (ii) in the case of financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Notes Collateral Agent Lender to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor Borrower being permitted, only with the consent of the Notes Collateral AgentLender, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuinginvestment property. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent Lender is the securities intermediary.

Investment Property. Except to If the extent otherwise provided in Article II, if any Grantor Company shall at any time hold or acquire any certificated securitiesCertificated Securities, such Grantor the Company shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesLenders, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent Lenders may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor the Company are uncertificated and are issued to such Grantor the Company or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor Company shall promptly immediately notify the Notes Collateral Agent Lenders thereof and, at the Notes Collateral Agent’s reasonable requestLenders’ request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral AgentLenders, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent Lenders as to such securities, without further consent of any Grantor the Company or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by the Company are held by any Grantor the Company or its nominee through a securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor Company shall immediately notify the Notes Collateral Agent Lenders thereof and and, at the Notes Collateral Agent’s Lenders’ request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Lenders, either (i) cause such securities intermediary Securities Intermediary or (as the case may be) commodity intermediary Commodity Intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent Lenders to such Securities Intermediary as to such securities intermediary as to such security entitlementsor other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent Lenders to such commodity intermediaryCommodity Intermediary, in each case without further consent of any Grantor the Company or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Agent Lenders to become the entitlement holder with respect to such Investment Property, with the Grantor Company being permitted, only with the consent of the Notes Collateral AgentLenders, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent Lenders agrees with each of the Grantors Company that the Notes Collateral Agent Lenders shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantorthe Company, unless an Event of Default has occurred and is continuingexists (or would exist after giving effect to any such investment or withdrawal). The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent Lenders is the securities intermediarySecurities Intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Administrative Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly immediately notify the Notes Collateral Administrative Agent thereof and, at the Notes Collateral Administrative Agent’s reasonable requestrequest and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent, either (ia) cause the issuer to agree to comply with instructions from the Notes Collateral Administrative Agent as to such securities, without further consent of any Grantor or such nominee, or (iib) arrange for the Notes Collateral Administrative Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of DefaultCommodity Intermediary, such Grantor shall immediately notify the Notes Collateral Administrative Agent thereof and and, at the Notes Collateral Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Administrative Agent, either (ia) cause such securities intermediary Securities Intermediary or (Commodity Intermediary, as the case may be) commodity intermediary , to agree to comply with entitlement orders Entitlement Orders or other instructions from the Notes Collateral Administrative Agent to such securities intermediary Securities Intermediary as to such security entitlementssecurities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Administrative Agent to such commodity intermediaryCommodity Intermediary, in each case without further consent of any Grantor or such nominee, or (iib) in the case of financial assets Financial Assets (as governed by Article 8 of the New York UCC) or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Administrative Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Administrative Agent agrees with each of the Grantors that the Notes Collateral Administrative Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights would occur. The provisions of this paragraph shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Notes Collateral Administrative Agent is the securities intermediarySecurities Intermediary.

Investment Property. Except With respect to the extent otherwise provided in Article II, if Investment Property (other than Excluded Stock) and Pledged Equity: (a) If any Grantor Debtor shall at any time hold or acquire any Pledged Equity which consists of certificated securities, whether as a stock split, stock dividend, or other distribution with respect to Pledged Equity, or otherwise, such Grantor Debtor shall forthwith endorsepromptly, assign and in any event within ten (10) Business Days after receipt thereof, deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Administrative Agent may from time to time reasonably requestspecify. If any securities Pledged Equity now owned or hereafter acquired by any Grantor are Debtor consists of uncertificated securities and are is issued to such Grantor Debtor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor Debtor shall promptly notify the Notes Collateral Administrative Agent thereof andthereof, at and shall take any actions reasonably requested by the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Administrative Agent to become enable the registered owner Administrative Agent to obtain “control” (within the meaning of Section 8-106 of the securitiesUCC or as provided for in the PPSA, as applicable) with respect thereto. If any securitiesPledged Equity, whether certificated securities or uncertificateduncertificated securities, or other investment property are held Investment Property (in the case of other Investment Property that is not Pledged Equity, having an aggregate value of less than $2,000,000 or an individual value of less than $500,000) now or hereafter acquired by any Grantor Debtor is held or acquired by such Debtor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor Debtor shall immediately promptly notify the Notes Collateral Administrative Agent thereof and at and, shall take any actions reasonably requested by the Notes Collateral Agent’s request and optionAdministrative Agent to enable the Administrative Agent to obtain “control” (within the meaning of Section 8-106 and/or Section 9-106 of the UCC or as provided for in the PPSA, as applicable) with respect thereto. To the extent that the Administrative Agent has the right pursuant to an agreement in form and substance reasonably satisfactory the foregoing to the Notes Collateral Agent shall either (i) cause such give entitlement orders or instructions or directions to any issuer, securities intermediary or (as the case may be) commodity intermediary or to agree withhold its consent to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account exercise of any commodity contract as directed withdrawal or dealing rights by any Debtor, the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Administrative Agent agrees with each of the Grantors Debtor that the Notes Collateral Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing other rights by any GrantorDebtor, unless an Event of Default has occurred and is continuing (and then for only such period). (b) So long as no Event of Default has occurred and is continuing, each Debtor shall be entitled: (i) to exercise, in a manner not inconsistent with the terms hereof, the voting power with respect to the Pledged Equity of such Debtor, and for that purpose the Administrative Agent shall (if any Pledged Equity shall be registered in the name of the Administrative Agent or its nominee) execute or cause to be executed from time to time, at the expense of the US Borrower, such proxies or other instruments in favor of such Debtor or its nominee, in such form and for such purposes as shall be reasonably requested by such Debtor, to enable it to exercise such voting power with respect to the Pledged Equity; and (ii) except as otherwise provided herein or in the Credit Agreement, to receive and retain for its own account any and all payments, proceeds, dividends, distributions, property, assets, or rights to the extent such are not prohibited pursuant to the terms of the Credit Agreement, paid, issued or distributed from time to time in respect of the Pledged Equity. (c) Upon the occurrence and during the continuance of any Event of Default, all rights of each Debtor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 4.4(b) and to receive the payments, proceeds, dividends, distributions, property, assets, or rights that the Debtor would otherwise be authorized to receive and retain pursuant to Section 4.4(b) shall cease, and thereupon the Administrative Agent shall be entitled (subject to all applicable Laws, including securities Laws) to exercise all voting power with respect to the Pledged Equity and to receive and retain, as additional collateral hereunder, any and all payments, proceeds, dividends, distributions, property, assets, or rights at any time declared or paid upon any of the Pledged Equity during the continuance of such an Event of Default and otherwise to act with respect to the Pledged Equity as outright owner thereof. (d) All payments, proceeds, dividends, distributions, property, assets, instruments or rights that are received by each Debtor contrary to the provisions of this Section 4.4 shall be received and held in trust for the benefit of the Administrative Agent and shall be forthwith paid over to the Administrative Agent in the same form as so received (with any necessary endorsement). (e) If such Debtor is an issuer of Pledged Equity, such Debtor agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Equity issued by it and will comply with such terms insofar as such terms are applicable to it and (ii) it will comply with instructions received by it pursuant to the terms of Section 4.4(f) with respect to the Pledged Equity issued by it. In addition, if any such Debtor is a partnership or a limited liability company organized under the laws of the United States, a State thereof, or the District of Columbia, such Debtor (i) confirms that none of the terms of any Equity Interest issued by it provides that such Equity Interest is a “security” within the meaning of the UCC, (ii) agrees that it will take no action to cause or permit any such Equity Interest to become a security, (iii) agrees that it will not issue any certificate representing any such Equity Interest and (iv) agrees that if, notwithstanding the foregoing, any such Equity Interest shall be or become a security, such Debtor will (and the Debtor that holds such Equity Interest hereby instructs such issuing Debtor to) comply with instructions originated by the Administrative Agent without further consent by such Debtor. The Administrative Agent agrees with each Debtor that the Administrative Agent will not give any instructions to any issuer of any Pledged Equity pursuant to the terms of Section 4.3(f)(i), unless an Event of Default has occurred and is continuing. The provisions . (f) Each Debtor hereby authorizes and instructs each issuer of any Pledged Equity pledged by such Debtor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this paragraph Agreement, without any other or further instructions from such Debtor, and each Debtor agrees that each such issuer shall not apply be fully protected in so complying, and (ii) after the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to any financial assets credited the Pledged Equity directly to a securities account for which the Notes Collateral Administrative Agent is the securities intermediaryunless otherwise expressly permitted hereby.

Investment Property. Except to the extent otherwise provided in Article II, III: (i) if any Grantor shall at Investment Property, whether certificated or uncertificated (other than uncertificated securities described in clause (ii) below), having an aggregate fair market value in excess of $10,000,000 now or hereafter acquired by any time hold or acquire any certificated securitiesObligor is held by such Obligor, such Grantor Obligor shall forthwith endorsenotify the Collateral Agent thereof and either, assign at such Obligor’s discretion, (A) cause such Investment Property (if it is a Certificated Security) to be endorsed, assigned and deliver the same delivered to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably request. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereofspecify, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (iB) cause the issuer such security or Investment Property to agree be held in a securities account that is then subject to comply with instructions from the Notes Collateral Agent as to such securitiesa Control Agreement, without further consent of (C) cause any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Defaultas applicable, then holding such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, Investment Property to agree pursuant to an agreement a Control Agreement, in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree of a securities intermediary, to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlementssecurities or other Investment Property or, or (as in the case may be) of a commodity intermediary, to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor Obligor or such nominee, or (iiD) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment PropertyProperty (if it is held through a securities intermediary), for the benefit of the Secured Parties, with the Grantor such Obligor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property; and (ii) if any security having a fair market value in excess of $10,000,000 and now or hereafter acquired by any Obligor is uncertificated and is issued to such Obligor or its nominee directly by the issuer thereof, such Obligor shall promptly notify the Collateral Agent of such uncertificated securities and upon the Collateral Agent’s request following the occurrence and during the continuation of an Event of Default, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, cause, or with respect to any issuer that is not a Subsidiary of such Obligor, use best efforts to cause either (i) the issuer to agree to comply with instructions from the Collateral Agent as to such security, without further consent of any Obligor or such nominee, or (ii) the issuer to register the Collateral Agent as the registered owner of such security. The Notes Collateral Agent agrees with each of the Grantors Obligors that the Notes Collateral Agent shall not give any such entitlement orders or orders, instructions or directions to any such issuer, securities intermediary or commodity intermediaryintermediary described above, as applicable, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorObligor, as applicable, unless an Event of Default has occurred and is continuing. The continuing or, after giving effect to any such withdrawal or dealing rights, would occur; provided, that the provisions of this paragraph (c) shall not apply to any financial assets Financial Assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor Guarantor shall at any time hold or acquire any certificated securitiesCertificated Security, such Grantor Guarantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities security now or hereafter acquired by any Grantor are Guarantor is uncertificated and are is issued to such Grantor Guarantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s 's reasonable request and following the occurrence of an Event of Default Default, such Grantor Guarantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, of such uncertificated securities and pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securitiessecurity, without further consent of any Grantor Guarantor or such nominee, or (ii) arrange for cause the Notes issuer to register the Collateral Agent to become as the registered owner of the securitiessuch security. If any securitiessecurity, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Guarantor are held by any Grantor such Guarantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor Guarantor shall immediately notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s 's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (iA) cause such securities intermediary or (commodity intermediary, as applicable, to agree, in the case may be) commodity intermediary to agree of a securities intermediary, to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlementssecurities or other Investment Property or, or (as in the case may be) of a commodity intermediary, to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor Guarantor or such nominee, or (iiB) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, for the ratable benefit of the Secured Parties, with the Grantor such Guarantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors Guarantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorGuarantor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such withdrawal or dealing rights, would occur. The provisions of this paragraph (c) shall not apply to any financial assets Financial Assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to If the extent otherwise provided in Article II, if any Grantor Debtor shall at any time hold or acquire any certificated securities, such Grantor the Debtor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesParty, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent Secured Party may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor the Debtor are uncertificated and are issued to such Grantor the Debtor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor Debtor shall promptly immediately notify the Notes Collateral Agent Secured Party thereof and, at the Notes Collateral AgentSecured Party’s reasonable requestrequest and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral AgentSecured Party, either either: (ia) cause the issuer to agree to comply with instructions from the Notes Collateral Agent Secured Party as to such securities, without further consent of any Grantor the Debtor or such nominee, or ; or (iib) arrange for the Notes Collateral Agent Secured Party to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Debtor are held by any Grantor the Debtor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor Debtor shall immediately notify the Notes Collateral Agent Secured Party thereof and and, at the Notes Collateral AgentSecured Party’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either Secured Party, either: (i1) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent Secured Party to such securities intermediary as to such security entitlementssecurities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent Secured Party to such commodity intermediary, in each case without further consent of any Grantor the Debtor or such nominee, or ; or (ii2) in the case of financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Notes Collateral Agent Secured Party to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor Debtor being permitted, only with the consent of the Notes Collateral AgentSecured Party, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuinginvestment property. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent Secured Party is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor Pledgor shall at any time hold or acquire any certificated securitiesCertificated Security constituting Pledged Collateral or Article 9 Collateral, such Grantor Pledgor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Administrative Agent may from time to time reasonably requestspecify. If any securities security of a domestic issuer now owned or hereafter acquired by any Grantor are Pledgor is uncertificated and are is issued to such Grantor Pledgor or its nominee directly by the issuer thereof, such Pledgor shall promptly notify the Administrative Agent of such uncertificated securities and (i) upon the Notes Collateral Administrative Agent’s reasonable request and following or (ii) upon the occurrence and during the continuance of an Event of Default Default, such Grantor Pledgor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Administrative Agent as to such securitiessecurity, without further consent of any Grantor Pledgor or such nominee, or (ii) arrange for cause the Notes Collateral issuer to register the Administrative Agent to become as the registered owner of the securitiessuch security. If any securitiessecurity or other Investment Property, whether certificated or uncertificated, representing an Equity Interest in a third party and having a fair market value in excess of $5.0 million now or other investment property are hereafter acquired by any Pledgor is held by any Grantor such Pledgor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor Pledgor shall immediately promptly notify the Notes Collateral Administrative Agent thereof and and, at the Notes Collateral Administrative Agent’s request and option, pursuant to an agreement a Control Agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Administrative Agent, either (iA) cause such securities intermediary or (commodity intermediary, as applicable, to agree, in the case may be) commodity intermediary to agree of a securities intermediary, to comply with entitlement orders or other instructions from the Notes Collateral Administrative Agent to such securities intermediary as to such security entitlementssecurities or other Investment Property or, or (as in the case may be) of a commodity intermediary, to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Administrative Agent to such commodity intermediary, in each case without further consent of any Grantor Pledgor or such nominee, or (iiB) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Administrative Agent to become the entitlement holder with respect to such Investment Property, for the ratable benefit of the Secured Parties, with the Grantor such Pledgor being permitted, only with the consent of the Notes Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Administrative Agent agrees with each of the Grantors Guarantors that the Notes Collateral Administrative Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorPledgor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply continuing or, after giving effect to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.such withdrawal or dealing rights, would

Investment Property. Except to (a) If any of the extent otherwise provided in Article II, if any Grantor Collateral shall at any time hold be or acquire any certificated securitiesbecome evidenced or represented by an uncertificated security, such Grantor shall forthwith endorse, assign and deliver cause the same to the Notes Collateral Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably request. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent Issuer thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause to register the issuer Agent as the registered owner of such uncertificated security, upon original issue or registration of transfer or (ii) to agree to in writing with such Grantor and the Agent that such Issuer will comply with instructions from the Notes Collateral Agent as with respect to such securities, uncertificated security originated by the Agent without further consent of any Grantor such Grantor, such agreement to be in substantially the form of Exhibit D or such nominee, or other form as the Agent shall approve. (iib) arrange for the Notes Collateral Agent to become the registered owner If any of the securities. If any securities, whether certificated Collateral shall be or uncertificated, become evidenced or other investment property are held represented by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Defaultsecurity entitlement, such Grantor shall immediately notify cause the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant securities intermediary with respect to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall such security entitlement either (i) cause to identify in its records the Agent as having such security entitlement against such securities intermediary or (as the case may beii) commodity intermediary to agree to in writing with such Grantor and the Agent that such securities intermediary will comply with entitlement orders originated by the Agent without further consent of such Grantor, such agreement to be in such form as the Agent shall approve. (c) If any of the Collateral shall be or other instructions from become evidenced or represented by a commodity contract, such Grantor shall cause the Notes Collateral Agent commodity intermediary with respect to such securities commodity contract to agree in writing with such Grantor and the Agent that such commodity intermediary as to such security entitlements, or (as the case may be) to will apply any value distributed on account of any such commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of such Grantor, such agreement to be in such form as the Agent shall approve. (d) If any of the Collateral shall be or become evidenced or represented by or held in a securities account or a commodity account, such Grantor or such nomineeshall, or (ii) in the case of financial assets or other Investment Property held through a securities intermediaryaccount, arrange for the Notes Collateral Agent to become the entitlement holder comply with clause (b) of this Section 6.08 with respect to all security entitlements carried in such Investment Propertysecurities account and, in the case of a commodity account, comply with clause (c) of this Section 6.08 with respect to all commodity contracts carried in such commodity account. (e) If such Grantor shall receive any stock or other ownership certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the capital stock or other equity interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Creditors, hold the same in trust for the Secured Creditors and deliver the same forthwith to the Agent in the exact form received, duly endorsed by such Grantor to the Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Obligations. (f) Subject to Section 6.08(h) hereof, such Grantor shall be entitled: (i) to exercise, as it shall think fit, but in a manner not inconsistent with the Grantor being permitted, only with the consent terms hereof and of the Notes Collateral Credit Agreement, the voting power with respect to the Pledged Stock of such Grantor, and for that purpose the Agent shall (if any Pledged Stock shall be registered in the name of the Agent or its nominee) execute or cause to be executed from time to time, at the expense of such Grantor, such proxies or other instruments in favor of such Grantor or its nominee, in such form and for such purposes as shall be reasonably required by such Grantor and shall be specified in a written request therefor, to enable it to exercise such voting power with respect to the Pledged Stock; and (ii) except as otherwise provided in paragraphs (g) and (h) of this Section 6.08, to receive and retain for its own account any and all payments made in respect of the Pledged Securities to the extent such are permitted pursuant to the terms of the Credit Agreement. (g) Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer shall be paid over to the Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Agent, be delivered to the Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Secured Creditors, segregated from other funds of such Grantor, as additional collateral security for the Obligations. (h) Upon the occurrence and during the continuance of any Event of Default, all rights of such Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to withdraw exercise pursuant to Section 6.08(f)(i) hereof and to receive the payments pursuant to Section 6.08(f)(ii) hereof shall cease, and thereupon the Agent shall be entitled to exercise all voting power with respect to the Pledged Securities and to receive and retain, as additional collateral hereunder, any and all such payments any time declared or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each paid upon any of the Grantors that the Notes Collateral Agent shall not give any Pledged Securities during such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and otherwise to act with respect to the Pledged Securities as outright owner thereof. (i) At any time and from time to time during the continuance of an Event of Default, subject to Applicable Law, the Agent may cause all or any of the Pledged Securities to be transferred to or registered in its name or the name of its nominee or nominees. (j) Without the prior written consent of the Agent, such Grantor will not (i) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except pursuant to a transaction not prohibited by the Credit Agreement); (ii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the Security Interests created by this Agreement and except for Permitted Liens; or (iii) enter into any agreement or undertaking expressly restricting the foreclosure of the Agent’s Security Interest in any of the Investment Property or Proceeds thereof or any interest therein. (k) In the case of each Grantor which is continuing. The provisions an Issuer, such Issuer agrees that (i) it will be bound by the terms of this paragraph Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Agent promptly in writing of the occurrence of any of the events described in Section 6.08(e) or Section 6.08(g) with respect to the Pledged Securities issued by it, and (iii) the terms of Section 12.04(c) shall not apply to it, mutatis mutandis, with respect to all actions that may be required of it with respect to the Pledged Securities issued by it. Each Grantor which is an Issuer consents to the grant of a Security Interest in capital stock or other equity interests of such Issuer and the exercise of rights by the Agent in respect of such capital stock or other equity interests, including (to the extent permitted hereunder) the foreclosure thereon, and the Agent, its nominee or transferee becoming a partner or member of any financial assets credited such Issuer that is a partnership or limited liability company. (l) If the organizational documents of any Issuer of Pledged Securities restrict the transfer of such Pledged Securities, each such Issuer shall deliver to the Agent all consents required to authorize the transfer of such Pledged Securities to the Agent or its nominee, or to a securities account for which third-party transferee upon the Notes Collateral exercise by the Agent is the securities intermediaryof it rights and remedies hereunder.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securitiessecurities with a value, either individually or in the aggregate, exceeding $250,000, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Administrative Agent for within 20 Business Days (or such longer period as the benefit of the Secured PartiesAdministrative Agent may agree in its reasonable discretion), accompanied by such undated instruments of transfer or assignment duly executed in blank as the Notes Collateral Administrative Agent may from time to time reasonably requestspecify in its reasonable discretion. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Administrative Agent thereof in writing and, at the Notes Collateral Administrative Agent’s reasonable requestrequest and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent, either (i) cause the issuer (or, with respect to an issuer that is not a Subsidiary of a Grantor, to use commercially reasonable efforts to cause the issuer) to agree to comply with instructions from originated by the Notes Collateral Administrative Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Administrative Agent to become the registered owner of the securities. Each Grantor that is an issuer of any securities included in the Collateral agrees to comply with instructions originated by the Administrative Agent as to such securities, without further consent of the registered owner of such securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of DefaultCommodity Intermediary, such Grantor shall immediately promptly notify the Notes Collateral Administrative Agent thereof and in writing and, at the Notes Collateral Administrative Agent’s reasonable request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Administrative Agent, either (i) cause such Securities Intermediary or Commodity Intermediary, as the case may be, (x) to agree to comply with Entitlement Orders from the Administrative Agent to such Securities Intermediary as to such securities intermediary or other Investment Property, or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may bey) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Administrative Agent to such commodity intermediaryCommodity Intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets Financial Assets (as governed by Article 8 of the Uniform Commercial Code) or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Administrative Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Administrative Agent agrees with each of the Grantors Grantor that the Notes Collateral Administrative Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights would occur. The provisions of this paragraph clause (c) shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Notes Collateral Administrative Agent is the securities intermediarySecurities Intermediary.

Investment Property. Except to the extent otherwise provided in Article II, if any Grantor If Guarantor shall at any time hold or acquire any certificated securitiesCertificated Securities, such Grantor Guarantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesLender, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent Lender may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor Guarantor are uncertificated and are issued to such Grantor Guarantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor Guarantor shall promptly immediately notify the Notes Collateral Agent Lender thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral AgentLender’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent Lender, cause the issuer to agree to comply with instructions from the Lender as to such securities, without further consent of Guarantor or such nominee. If any securities, whether certificated or uncertificated, or other Investment Property now or hereafter acquired by Guarantor are held by Guarantor or its nominee through a Securities Intermediary or Commodity Intermediary, Guarantor shall immediately notify the Lender thereof and, at the Lender’s request and option, pursuant to an agreement in form and substance satisfactory to the Lender, either (i) cause such securities intermediary Securities Intermediary or (as the case may be) commodity intermediary Commodity Intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent Lender to such Securities Intermediary as to such securities intermediary as to such security entitlementsor other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent Lender to such commodity intermediaryCommodity Intermediary, in each case without further consent of any Grantor Guarantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Agent Lender to become the entitlement holder with respect to such Investment Property, with the Grantor Guarantor being permitted, only with the consent of the Notes Collateral AgentLender, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent Lender agrees with each of the Grantors Guarantor that the Notes Collateral Agent Lender shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorGuarantor, unless an Event of Default has occurred and is continuingexists (or would exist after giving effect to any such investment or withdrawal). The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent Lender is the securities intermediarySecurities Intermediary.

Investment Property. Except to the extent otherwise provided in Article II, if (a) If any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities (other than treasury stock of such Grantor), such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify, all of which thereafter shall be held by the Agent, pursuant to the terms of this Agreement, as part of the Collateral. If any securities Securities now held or hereafter acquired by any Grantor are uncertificated Uncertificated Securities (other than treasury stock of such Grantor) and are issued to such Grantor or its nominee directly by the issuer Issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the Issuer to agree to comply with instructions from the Agent as to such Securities, without further consent of such Grantor or the nominee, or (ii) arrange for the Agent to become the registered owner of the Securities. If any Grantor, as registered holder of Investment Property, receives any stock certificate, option or right, or other distribution, whether as an addition to, in substitution of, or in exchange for, such Investment Property, or otherwise, such Grantor agrees to accept the same in trust for the Agent and the other Credit Parties and to forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify, to be held by the Agent as Collateral. If any Securities, whether Certificated Securities or Uncertificated Securities, or other Investment Property now held or hereafter acquired by any Grantor are held by such Grantor or its nominee through a Securities Intermediary or Commodity Intermediary, such Grantor shall promptly notify the Agent thereof and, at the Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, either (i) cause such securities intermediary Securities Intermediary or (Commodity Intermediary, as the case may be) commodity intermediary , to agree to comply with entitlement orders Entitlement Orders or other instructions from the Notes Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlementsSecurities or other Investment Property or, or (as the case may be) , to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediaryCommodity Intermediary, in each case without the further consent of any such Grantor or such nominee, or (ii) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. . (b) The Notes Collateral Agent agrees with each of Grantor that, pursuant to this Section 4.15, the Grantors that the Notes Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuerIssuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any such Grantor, unless an provided that no Cash Dominion Event of Default has occurred and is continuing or, after giving effect thereto, any such investment or withdrawal rights not otherwise permitted by the Credit Agreement would occur. In addition, (i) so long as no Event of Default shall have occurred and be continuing. The provisions , each Grantor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Securities for all purposes not inconsistent with the terms of this paragraph Agreement, the Credit Agreement or any other instrument or agreement referred to herein or therein; and the Agent shall not apply execute and deliver or cause to be executed and delivered to such Grantor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the rights and powers which it is entitled to exercise pursuant hereto, and (ii) so long as no Cash Dominion Event shall have occurred and be continuing, each Grantor shall be entitled to receive and retain any financial assets credited to a securities account for which dividends or other distributions on the Notes Collateral Agent is the securities intermediarySecurities.

Investment Property. Except to the extent otherwise provided in Article II, if any Grantor If we shall at any time hold or acquire any certificated securities, such Grantor we shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured Partiesyou, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent you may from time to time reasonably requestspecify. If any securities Securities now or hereafter acquired by any Grantor us are uncertificated and are issued to such Grantor our name or its our nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor we shall promptly immediately notify the Notes Collateral Agent you thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s your request and option, pursuant to an agreement in form and substance reasonably satisfactory to you, either (a) cause the Notes Collateral Agent issuer to agree to comply with your instructions as to such Securities, without our further consent or such nominee, or (b) arrange for you to become the registered owner of the Securities. If any Securities, whether certificated or uncertficated, or other Investment Property now or hereafter acquired by us are held by us or our nominee through a securities intermediary or commodity intermediary, we shall immediately notify you thereof and, at your request and option, pursuant to an agreement in form and substance satisfactory to you, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent you to such securities intermediary as to such security entitlementsSecurities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent you to such commodity intermediary, in each case without our or our nominee’s further consent of any Grantor or such nomineeconsent, or (ii) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent you to become the entitlement holder with respect to such Investment Property, with the Grantor us being permitted, only with the consent of the Notes Collateral Agentyour consent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph sub-section shall not apply to any financial assets Financial Assets credited to a securities account for which the Notes Collateral Agent is you are the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII and subject to the terms of the Intercreditor Agreements, if any Grantor shall at any time hold or acquire any certificated securitiesCertificated Security constituting Pledged Collateral or Article 9 Collateral, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities security of a domestic issuer now owned or hereafter acquired by any Grantor are is uncertificated and are is issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at of such uncertificated securities and (a) upon the Notes Collateral Agent’s reasonable requestrequest and (b) upon the occurrence and during the continuance of an Event of Default, such Grantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securitiessecurity, without further consent of any Grantor or such nominee, or (ii) arrange for cause the Notes issuer to register the Collateral Agent to become as the registered owner of such security. Subject to the securities. If terms of the Intercreditor Agreements, if any securitiessecurity or other Investment Property, whether certificated or uncertificated, representing an Equity Interest in a third party and having a fair market value in excess of $5.0 million now or other investment property are hereafter acquired by any Grantor is held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately promptly notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option, pursuant to an agreement a Control Agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (iA) cause such securities intermediary or (commodity intermediary, as applicable, to agree, in the case may be) commodity intermediary to agree of a securities intermediary, to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlementssecurities or other Investment Property or, or (as in the case may be) of a commodity intermediary, to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (iiB) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder holders with respect to such Investment Property, for the ratable benefit of the Secured Parties, with the such Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such withdrawal or dealing rights, would occur. The provisions of this paragraph (b) shall not apply to any financial assets Financial Assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article II, if (i) If any Grantor Pledgor shall at any time hold or acquire any certificated securitiessecurities constituting Investment Property, such Grantor Pledgor shall forthwith promptly endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as blank, all in form and substance reasonably satisfactory to the Notes Collateral Agent may from time to time reasonably requestAgent. If any securities now or hereafter acquired by any Grantor Pledgor constituting Investment Property are uncertificated and are issued to such Grantor Pledgor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor Pledgor shall promptly immediately notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, and such Pledgor shall either (A) pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) a Control Agreement cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor Pledgor, such nominee or such nomineeany other person, or (iiB) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securitiessecurities constituting Investment Property, whether certificated or uncertificated, or other investment property are Investment Property now or hereafter acquired by any Pledgor is held by any Grantor such Pledgor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of DefaultCommodity Intermediary, such Grantor Pledgor shall immediately promptly notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and optionand, either (A) pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) a Control Agreement cause such securities intermediary Securities Intermediary or (Commodity Intermediary, as the case may be) commodity intermediary , to agree to comply with entitlement orders Entitlement Orders or other instructions from the Notes Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlementssecurities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract Commodity Contract as directed by the Notes Collateral Agent to such commodity intermediaryCommodity Intermediary, as the case may be, in each case without further consent of any Grantor Pledgor, such nominee or such nomineeany other person, or (iiB) in the case of financial assets Financial Assets constituting Investment Property or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor Pledgor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment PropertyProperty pursuant to an agreement in form and substance satisfactory to the Collateral Agent. As of the date hereof, such Pledgor maintains no Securities Accounts or Commodity Accounts with any Securities Intermediary or Commodity Intermediary other than (i) as set forth in Schedule 13 to the Perfection Certificate or (ii) those for which the applicable Pledgor has provided notice thereof to Collateral Agent pursuant to the preceding sentence. Each such Securities Account or Commodities Account is subject to a Control Agreement which is in full force and effect. The Notes Collateral Agent agrees with each of the Grantors Pledgors that (x) the Notes Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, shall not issue a notice of sole control or any similar instructions and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorPledgor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights would occur and (y) the Collateral Agent shall promptly deliver notice to the applicable Securities Intermediary or Commodities Intermediary rescinding any notice of sole control or any similar instructions at such time as an Event of Default is no longer continuing. The provisions of this paragraph Section 3.04(c) shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Notes Collateral Agent is the securities intermediarySecurities Intermediary. The Collateral Agent shall deliver a copy of any notice of sole control or any similar instructions to the applicable Pledgor simultaneously with the delivery of such notice to the applicable Securities Intermediary or Commodity Intermediary; provided that failure to deliver such notice shall not limit the Collateral Agent’s right to take such action or the validity of any such action. Notwithstanding the foregoing, the provisions set forth in this Section 3.04(c)(i), shall not apply to any Investment Property (x) held by any Pledgor for less than two days solely in connection with short-term repurchase agreements and (y) held by any Pledgor for less than ninety one days solely in connection with short-term repurchase agreements, provided that the aggregate value of such Investment Property described in this clause (y) is less then $2,500,000 in the aggregate for all Pledgors. (ii) As between the Collateral Agent and the Pledgors, the Pledgors shall bear the investment risk with respect to the Investment Property, Pledged Notes and Pledged Equity Interests, and the risk of loss of, damage to, or the destruction of the Investment Property, Pledged Notes, and Pledged Equity Interests whether in the possession of, or maintained as a security entitlement by, or subject to the control of, the Collateral Agent (unless due to the gross negligence or willful misconduct of the Collateral Agent), a Securities Intermediary, Commodities Intermediary, the Pledgor or any other person; provided, however, that nothing contained in this Section 3.04(c) shall release or relieve any Securities Intermediary or Commodities Intermediary, of its duties and obligations to the Pledgors or any other person under any Control Agreement or under applicable law. Each Pledgor shall promptly pay all Claims and fees of whatever kind or nature with respect to the Investment Property pledged by it or this Agreement. In the event any Pledgor shall fail to make such payment contemplated in the immediately preceding sentence, the Collateral Agent may do so for the account of such Pledgor and the Pledgors shall promptly reimburse and indemnify the Collateral Agent from all costs and expenses incurred by the Collateral Agent under this Section 3.04(c) in accordance with Section 6.03 hereof.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor Pledgor shall at any time hold or acquire any certificated securitiesCertificated Security, such Grantor Pledgor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for (or until the benefit Discharge of Senior Lender Claims, to the Secured PartiesIntercreditor Agent), accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent (following the Discharge of Senior Lender Claims) may from time to time reasonably requestspecify. If any securities security of a domestic issuer now or hereafter acquired by any Grantor are Pledgor is uncertificated and are is issued to such Grantor Pledgor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s reasonable request or upon and following during the occurrence continuance of an Event of Default Default, such Grantor Pledgor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, of such uncertificated securities and pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either and following the Discharge of Senior Lender Claims, (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securitiessecurity, without further consent of any Grantor Pledgor or such nominee, or (ii) arrange for cause the Notes issuer to register the Collateral Agent to become as the registered owner of the securitiessuch security. If any securitiessecurity or other Investment Property, whether certificated or uncertificated, representing an Equity Interest in a third party and having a fair market value in excess of $10,000,000 now or other investment property are hereafter acquired by any Pledgor is held by any Grantor such Pledgor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor Pledgor shall immediately promptly notify the Notes Collateral Agent thereof and at and, at, following the Notes Discharge of Senior Lender Claims, the Collateral Agent’s request and option, pursuant to an agreement a Control Agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (iA) cause such securities intermediary or (commodity intermediary, as applicable, to agree, in the case may be) commodity intermediary to agree of a securities intermediary, to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlementssecurities or other Investment Property or, or (as in the case may be) of a commodity intermediary, to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor Pledgor or such nominee, or (iiB) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Financial Assets or Investment Property, for the ratable benefit of the Secured Parties, with the Grantor such Pledgor being permitted, only with the consent of the Notes Collateral Agent (until the Discharge of Senior Lender Claims, the Intercreditor Agent), to exercise rights to withdraw or otherwise deal with such Financial Assets or Investment Property. The Notes Collateral Agent agrees with each of the Grantors Pledgors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorPledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such withdrawal or dealing rights, would occur. The provisions of this paragraph (b) shall not apply to any financial assets Financial Assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except (i) As of the date hereof (x) it has no Securities Accounts other than those listed in Section II.B. of the Perfection Certificate, (y) it does not hold, own or have any interest in any certificated securities or uncertificated securities other than those constituting Pledged Securities with respect to which the Collateral Agent has a perfected first priority security interest in such Pledged Securities (subject to the extent otherwise provided Intercreditor Agreement) other than any certificated securities or uncertificated securities constituting Excluded Property, and (z) it has entered into a duly authorized, executed and delivered Securities Account Control Agreement with respect to each Securities Account listed in Article II, if Section II.B. of the Perfection Certificate with respect to which the Collateral Agent has a perfected first priority security interest in such Securities Accounts by Control (subject to the Intercreditor Agreement). (ii) If any Grantor shall at any time hold or acquire any certificated securities, other than any securities of any CFC not required to be pledged hereunder or any Excluded Property, such Grantor shall forthwith promptly (x) notify the Collateral Agent thereof and endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as blank, all in form and substance reasonably satisfactory to the Notes Collateral Agent may from time or (y) deliver such securities into a Securities Account with respect to time reasonably requestwhich a Securities Account Control Agreement is in effect in favor of the Collateral Agent (subject to the Intercreditor Agreement). If any securities now or hereafter acquired by any Grantor Grantor, other than any securities of any CFC not required to be pledged hereunder or any Excluded Property, are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereofuncertificated, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, and pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (ix) grant Control to the Collateral Agent and cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, (y) cause a security entitlement with respect to such uncertificated security to be held in a Securities Account with respect to which the Collateral Agent has Control or (iiz) arrange for the Notes Collateral Agent to become the registered owner of the securitiessecurities (subject to the Intercreditor Agreement). If Grantor shall not hereafter establish and maintain any securitiesSecurities Account with any Securities Intermediary unless (1) the applicable Grantor shall have given the Collateral Agent ten (10) Business Days’ prior written notice of its intention to establish such new Securities Account with such Securities Intermediary, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon (2) such Securities Intermediary shall be reasonably acceptable to the Notes Collateral Agent’s request Agent and following the occurrence of an Event of Default, (3) such Securities Intermediary and such Grantor shall immediately notify the Notes Collateral Agent thereof have duly executed and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through delivered a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder Control Agreement with respect to such Securities Account. Each Grantor shall accept any cash and Investment Property, with the Grantor being permitted, only with the consent Property which are proceeds of the Notes Pledged Interests in trust for the benefit of the Collateral AgentAgent and promptly upon receipt thereof, deposit any cash received by it into an account in which the Collateral Agent has Control, or with respect to exercise rights any Investment Properties or additional securities, take such actions as required above with respect to withdraw or otherwise deal with such Investment Propertysecurities. The Notes Collateral Agent agrees with each of the Grantors Grantor that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, issuer of uncertificated securities intermediary or commodity intermediarySecurities Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any such Grantor, unless an a Cash Dominion Event of Default has occurred and is continuing. The provisions of this paragraph No Grantor shall not apply grant control over any Pledged Securities to any financial assets credited to a securities account for which Person other than the Notes Collateral Agent is or Revolving Agent unless explicitly permitted pursuant to the securities intermediaryterms of the Credit Agreement. (iii) 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 loss of, damage to, or the 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, any Grantor or any other Person; provided, however, that nothing contained in this SECTION 3.4(b) shall release or relieve any Securities Intermediary of its duties and obligations to the Grantors or any other Person under any Control Agreement or under applicable Law. Each Grantor shall promptly pay all Claims and fees of whatever kind or nature with respect to the Pledged Securities pledged by it under this Security Agreement. In the event any Grantor shall fail to make such payment contemplated in the immediately preceding sentence, the Collateral Agent may do so for the account of such Grantor and the Grantors shall promptly reimburse and indemnify the Collateral Agent for all costs and expenses incurred by the Collateral Agent under this SECTION 3.4(b) and under SECTION 9.3 hereof.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securitiessecurities the value of which at the time acquired equals or exceeds $5,000,000 individually, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Applicable Collateral Agent for the benefit of the Secured Parties(or its bailee), accompanied by such undated instruments of transfer or assignment duly executed in blank as the Notes Applicable Collateral Agent may from time to time reasonably requestspecify. If any securities securities, whether certificated or uncertificated, or other Investment Property now or hereafter acquired by any Grantor are uncertificated and are issued to held by such Grantor or its nominee directly by the issuer thereofthrough a Securities Intermediary or Commodity Intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s request and option, use commercially reasonable requestefforts to, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause such Securities Intermediary or Commodity Intermediary, as the issuer case may be, to agree to comply with instructions from the Notes Collateral Agent Senior Representative to such Securities Intermediary as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, securities or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlementsInvestment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent Senior Representative to such commodity intermediaryCommodity Intermediary, in each case without further consent of any Grantor or such nominee; provided, or (ii) however, that, except as otherwise provided in Article III, the case Grantors shall not be required to comply with the foregoing provisions of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder this sentence with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment PropertyExcluded Accounts. The Notes Collateral Agent agrees with each of the Grantors Grantor that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Notes Collateral Agent is the securities intermediarySecurities Intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor Pledgor shall at any time hold or acquire any certificated securitiesCertificated Security, such Grantor Pledgor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesApplicable Representative, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent Applicable Representative may from time to time reasonably requestspecify. If any securities security of a domestic issuer now owned or hereafter acquired by any Grantor are Pledgor is uncertificated and are is issued to such Grantor Pledgor or its nominee directly by the issuer thereof, (i) upon the Notes Collateral AgentApplicable Representative’s reasonable request and following (ii) upon the occurrence and during the continuance of an Event of Default Default, such Grantor Pledgor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, Applicable Representative of such uncertificated securities and pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral AgentApplicable Representative, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent Applicable Representative as to such securitiessecurity, without further consent of any Grantor Pledgor or such nominee, or (ii) arrange for cause the Notes Collateral Agent issuer to become register the Applicable Representative as the registered owner of the securitiessuch security. If any securitiessecurity or other Investment Property, whether certificated or uncertificated, representing an Equity Interest in a third party and having a fair market value in excess of $5.0 million now or other investment property are hereafter acquired by any Pledgor is held by any Grantor such Pledgor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor Pledgor shall immediately promptly notify the Notes Collateral Agent Applicable Representative thereof and and, at the Notes Collateral AgentApplicable Representative’s request and option, pursuant to an agreement a Control Agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Applicable Representative, either (iA) cause such securities intermediary or (commodity intermediary, as applicable, to agree, in the case may be) commodity intermediary to agree of a securities intermediary, to comply with entitlement orders or other instructions from the Notes Collateral Agent Applicable Representative to such securities intermediary as to such security entitlementssecurities or other Investment Property or, or (as in the case may be) of a commodity intermediary, to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent Applicable Representative to such commodity intermediary, in each case without further consent of any Grantor Pledgor or such nominee, or (iiB) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent Applicable Representative to become the entitlement holder with respect to such Investment Property, for the ratable benefit of the Secured Parties, with the Grantor such Pledgor being permitted, only with the consent of the Notes Collateral AgentApplicable Representative, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent Applicable Representative agrees with each of the Grantors Guarantors that the Notes Collateral Agent Applicable Representative shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorPledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such withdrawal or dealing rights, would occur. The provisions of this paragraph (b) shall not apply to any financial assets Financial Assets credited to a securities account for which the Notes Collateral Agent Applicable Representative is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII and subject to the terms and provisions of the Intercreditor Agreement, if any Grantor shall at any time hold or acquire any certificated securitiessecurities that either (i) have an aggregate value exceeding $1,000,000, or (ii) are certificated securities issued by any Indenture Party, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired from an issuer by any Grantor are uncertificated and uncertificated, are issued to such Grantor or its nominee directly by the such issuer thereofand have a value exceeding $1,000,000, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request's request and option and subject to the terms and provisions of the Intercreditor Agreement, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, but subject to the terms and provisions of the Intercreditor Agreement, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Grantor, which, individually or in the aggregate, have a value exceeding $1,000,000, are held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify promptly notify, the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s 's request and optionoption and subject to the terms and provisions of the Intercreditor Agreement, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property investment property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Propertyinvestment property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, permitted to exercise rights to withdraw or otherwise deal with such Investment Propertyinvestment property unless an Event of Default has occurred and is continuing. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights would occur. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor Pledgor shall at any time hold or acquire any certificated securitiesCertificated Security, such Grantor Pledgor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesApplicable Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Applicable Agent may from time to time reasonably requestspecify. If any securities security of a domestic issuer now owned or hereafter acquired by any Grantor are Pledgor is uncertificated and are is issued to such Grantor Pledgor or its nominee directly by the issuer thereof, upon the Notes Collateral Applicable Agent’s reasonable request or upon and following during the occurrence continuance of an Event of Default Default, such Grantor Pledgor shall promptly notify the Notes Collateral Applicable Agent thereof and, at the Notes Collateral Agent’s reasonable request, of such uncertificated securities and pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Applicable Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Applicable Agent as to such securitiessecurity, without further consent of any Grantor Pledgor or such nominee, or (ii) arrange for cause the Notes Collateral issuer to register the Applicable Agent to become as the registered owner of the securitiessuch security. If any securitiessecurity or other Investment Property, whether certificated or uncertificated, representing an Equity Interest in a third party and having a fair market value in excess of $10,000,000 now owned or other investment property are hereafter acquired by any Pledgor is held by any Grantor such Pledgor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor Pledgor shall immediately promptly notify the Notes Collateral Applicable Agent thereof and and, at the Notes Collateral Applicable Agent’s request and option, pursuant to an agreement a Control Agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Applicable Agent, either (iA) cause such securities intermediary or (commodity intermediary, as applicable, to agree, in the case may be) commodity intermediary to agree of a securities intermediary, to comply with entitlement orders or other instructions from the Notes Collateral Applicable Agent to such securities intermediary as to such security entitlementssecurities or other Investment Property or, or (as in the case may be) of a commodity intermediary, to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Applicable Agent to such commodity intermediary, in each case without further consent of any Grantor Pledgor or such nominee, or (iiB) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Applicable Agent to become the entitlement holder with respect to such Financial Assets or Investment Property, for the ratable benefit of the Secured Parties, with the Grantor such Pledgor being permitted, only with the consent of the Notes Collateral Applicable Agent, to exercise rights to withdraw or otherwise deal with such Financial Assets or Investment Property. The Notes Collateral Applicable Agent agrees with each of the Grantors Pledgors that the Notes Collateral Applicable Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any GrantorPledgor, unless an Event of Default has occurred and is continuingcontinuing or, after giving effect to any such withdrawal or dealing rights, would occur. The provisions of this paragraph (b) shall not apply to any financial assets Financial Assets credited to a securities account for which the Notes Collateral Applicable Agent is the securities intermediary.

Investment Property. Except to the extent otherwise provided in Article IIIII, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly immediately notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the such securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s 's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets Financial Assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights would occur. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

Investment Property. Except with respect to the extent otherwise provided in Article IIany Equity Interest issued by any Subsidiary, if any Grantor shall at any time hold or acquire any certificated securitiessecurities (other than any Excluded Investment Property) required to be pledged hereunder, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Administrative Agent (or the Revolver Collateral Agent or a designated bailee for purposes of perfection, in accordance with the benefit of the Secured PartiesIntercreditor Agreement), accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Administrative Agent may from time to time reasonably requestspecify. If Except with respect to any Equity Interest issued by any Subsidiary, if any securities (other than any Excluded Investment Property) now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Administrative Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Administrative Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either Administrative Agent, (i) cause such securities intermediary or to be certificated and comply with the requirements of the foregoing sentence, (as ii) cause the case may be) commodity intermediary issuer to agree to comply with entitlement orders or other instructions from the Notes Administrative Agent (or the Revolver Collateral Agent to such securities intermediary or Permitted Notes Agent or a designated bailee for purposes of perfection, in accordance with the Intercreditor Agreement) as to such security entitlementssecurities, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (iii) arrange for the Administrative Agent (or the Revolver Collateral Agent or a designated bailee for purposes of perfection, in accordance with the Intercreditor Agreement), to become the registered owner of such securities. If any Grantor holds any Investment Property (other than any Excluded Investment Property), whether certificated or uncertificated, or other Investment Property (other than any Excluded Investment Property) now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a Securities Intermediary or Commodity Intermediary, except with respect to any Equity Interest issued by any Subsidiary, Grantor shall promptly notify the Administrative Agent thereof and, at the Administrative Agent’s request and option, pursuant to a Control Agreement (which Control Agreement may also be for the benefit of the Revolver Collateral Agent or Permitted Notes Agent) in form and substance reasonably satisfactory to the Administrative Agent, either (i) cause such Securities Intermediary or Commodity Intermediary, as the case may be, to agree to comply with Entitlement Orders or other Instructions from the Administrative Agent (or the Revolver Collateral Agent or Permitted Notes Agent or a designated bailee for purposes of perfection, in accordance with the Intercreditor Agreement) to such Securities Intermediary as to such Security Entitlements or to apply any value distributed on account of any Commodity Contract as directed by the Administrative Agent (or the Revolver Collateral Agent or Permitted Notes Agent or a designated bailee for purposes of perfection, in accordance with the Intercreditor Agreement) to such Commodity Intermediary, as the case may be, in each case without further consent of any Grantor, such nominee, or any other Person, or (ii) in the case of financial assets Financial Assets or other Investment Property (other than any Excluded Investment Property) held through a securities intermediarySecurities Intermediary, arrange for the Notes Administrative Agent (or the Revolver Collateral Agent or a designated bailee for purposes of perfection, in accordance with the Intercreditor Agreement) to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Administrative Agent, to exercise rights to withdraw or otherwise deal with such Investment Property; provided that no Control Agreement shall be required to be entered into pursuant to this Section 4.04(c) until the later of (A) the Funding Date, (B) 60 days after the Closing Date and (C) in the case of Securities Accounts or Commodities Accounts opened after the Funding Date, at the time of the establishment of the respective Deposit Account (or, in each case, such later date as agreed in writing by the Administrative Agent). The Notes Collateral Administrative Agent agrees with each of the Grantors that the Notes Administrative Agent (or the Revolver Collateral Agent or Permitted Notes Agent or a designated bailee for purposes of perfection, in accordance with the Intercreditor Agreement) shall not give any such entitlement orders Entitlement Orders or instructions Instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not exercise dominion and control over withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply , or, after giving effect to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediarysuch investment and withdrawal rights, would occur.

Investment Property. Except to the extent otherwise provided in Article IIIII or the third sentence of this clause (c), if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured PartiesAgent, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably requestspecify. If Except to the extent otherwise provided in the third sentence of this clause (c), if any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, and pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by any Grantor are held by any such Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of DefaultCommodity Intermediary, such Grantor shall immediately promptly notify the Notes Collateral Agent thereof and and, at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall Agent, either (i) cause such securities intermediary Securities Intermediary or (Commodity Intermediary, as the case may be) commodity intermediary , to agree to comply with entitlement orders or other instructions Entitlement Orders from the Notes Collateral Agent to such securities intermediary Securities Intermediary as to such security entitlementssecurities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediaryCommodity Intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets Financial Assets (as governed by Article 8 of the New York UCC) or other Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Notes Collateral Agent to become the entitlement holder Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors Grantor that the Notes Collateral Agent shall not give any such entitlement orders Entitlement Orders or instructions or directions to any such issuer, securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights would occur. The provisions of this paragraph shall not apply to any financial assets Financial Assets credited to a securities account Securities Account for which the Notes Collateral Agent is the securities intermediarySecurities Intermediary.

Investment Property. Except to the extent otherwise provided in Article II, : (i) if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith shall, within thirty (30) days (or such longer period as the Collateral Agent may agree in its discretion), endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably request. If , (ii) if any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (iA) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (iiB) arrange for the Notes Collateral Agent to become the registered owner of the securities. If , and (iii) if any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (iA) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (iiB) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Notwithstanding the foregoing, the Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.