Common use of Investment Property Clause in Contracts

Investment Property. If Pledgor shall at any time hold or acquire any certificated securities, Pledgor shall forthwith endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor are uncertificated and are issued to Pledgor or its nominee directly by the issuer thereof, Pledgor shall immediately notify Secured Party thereof and shall cause the issuer to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such issuer shall agree, among other things, to comply with instructions from Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall arrange for Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor are held or acquired by Pledgor or its nominee through a securities intermediary or commodity intermediary, Pledgor shall immediately notify Secured Party thereof and shall cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, in the case of financial assets or other investment property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID), to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party 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 Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall the Company shall, now or at any time hereafter, hold or acquire any certificated securities, Pledgor the Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Company are uncertificated and are issued to Pledgor the Company or its nominee directly by the issuer thereof, Pledgor the Company shall immediately promptly (but in any event within two Business Days) notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply without further consent of the Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Company are held or acquired by Pledgor the Company or its nominee through a securities intermediary or commodity intermediary, Pledgor the Company shall immediately promptly (but in any event within two Business Days) notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Company being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Company that the Secured Party 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 Pledgorthe Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor the Debtor shall at any time hold or acquire any certificated securities, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtor are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any commodity interests or securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Debtor that the Secured Party 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 Pledgorthe Debtor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor the Debtor shall at any time hold or acquire any certificated securitiesCertificated Securities, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities Securities now owned held or hereafter acquired by Pledgor the Debtor are uncertificated Uncertificated Securities and are issued to Pledgor the Debtor or its nominee directly by the issuer Issuer thereof, Pledgor the Debtor shall immediately promptly notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (i) cause the Issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securitiesSecurities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (ii) arrange for the Secured Party or a Delegate to become the registered owner of the securitiesSecurities. If the Debtor, as registered holder of Investment Property, receives (i) any dividend or other distribution in cash or other property in connection with the liquidation or dissolution of the Issuer of such Investment Property, or in connection with the redemption or payment of such Investment Property, or (ii) 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 Debtor agrees to accept the same in trust for the Secured Party and the Lenders and to forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify, to be held by the Secured Party as Collateral. If any securitiesSecurities, whether certificated Certificated Securities or uncertificatedUncertificated Securities, or other investment property Investment Property now held or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, Pledgor the Debtor shall immediately promptly notify the Secured Party thereof and shall cause such securities intermediary or (as and, at the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant to which either (i) cause such securities intermediary Securities Intermediary or commodities intermediaryCommodity Intermediary, as the case may be, shall, among other things, to agree to comply with entitlement orders Entitlement Orders or other instructions from the Secured Party to such securities intermediary Securities Intermediary as to such securities Securities or other investment propertyInvestment Property or, or (as the case may be) , to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediaryCommodity Intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets Financial Assets or other investment property Investment Property held through a securities intermediarySecurities Intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder Entitlement Holder with respect to such investment propertyInvestment Property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party 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 Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCCInvestment Property.

Investment Property. If Pledgor shall Subject in all cases to the terms of any applicable Intercreditor Agreement, if the Company shall, now or at any time hereafter, hold or acquire any certificated securities, Pledgor the Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Company are uncertificated and are issued to Pledgor the Company or its nominee directly by the issuer thereof, Pledgor the Company shall immediately promptly (but in any event within two Business Days) notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply without further consent of the Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Company are held or acquired by Pledgor the Company or its nominee through a securities intermediary or commodity intermediary, Pledgor the Company shall immediately promptly (but in any event within two Business Days) notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Company being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Company that the Secured Party 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 Pledgorthe Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor the Debtor shall at any time hold or acquire any certificated securities, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtor are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Debtor that the Secured Party 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 Pledgorthe Debtor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities, Pledgor such Grantor shall forthwith endorse, assign sign and deliver the same to the Secured Party, Party accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities security is now owned or hereafter acquired by Pledgor any Grantor are uncertificated and are issued to Pledgor the Grantor or its nominee directly by the issuer thereof, Pledgor such Grantor shall immediately notify the Secured Party thereof and shall cause at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant Party either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply without further consent of such Grantor or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor Securities or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securitiesSecurities, whether certificated or uncertificated, uncertificated or other investment property Investment Property now or hereafter acquired by Pledgor the Grantor are held or acquired by Pledgor any Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, Pledgor the Grantor shall immediately notify the Secured Party thereof and shall cause such securities intermediary or (as at the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant to which Party either (i) cause such securities intermediary Securities Intermediary or commodities intermediaryCommodity Intermediary, as the case may be, shall, among other things, to agree to comply comply, in each case, without further consent of such Grantor or such nominee, at any time with entitlement orders Entitlement Orders or other instructions from the Secured Party to such securities intermediary Securities Intermediary as to such securities Securities or other investment propertyInvestment Property, or (as the case may be) to apply any value distributed on account of any commodity contract Commodity Contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor Commodity Intermediary or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets Financial Assets or other investment property Investment Property held through a securities intermediarySecurities Intermediary, arrange for this Secured Party or a Delegate to become the entitlement holder Entitlement Holder with respect to such investment propertyInvestment Property, with Pledgor such Grantor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. Secured Party agrees with Pledgor that The Secured Party shall not give any such entitlement orders Entitlement Order or instructions or directions to any such issuerissuers, securities intermediary Securities Intermediary or commodity intermediary, Commodity Intermediary and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Grantor, unless an Enforcement Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCCcontinuing.

Investment Property. If Pledgor the Debtor shall at any time hold or acquire any certificated securities, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtor are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately promptly notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately promptly notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party 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 Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. (a) If Pledgor any Grantor shall at any time hold or acquire any certificated securities, Pledgor such Grantor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment undated and duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor any Grantor are uncertificated and are issued to Pledgor such Grantor or its nominee directly by the issuer thereof, Pledgor such Grantor shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, either (A) cause the issuer to enter into a written agreement or other authenticated record with the Secured Party, in form and substance satisfactory to the Secured Party, pursuant to which such issuer shall agree, among other things, to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor such Grantor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (B) arrange for the Secured Party or a Delegate to become the registered owner of the securities. . (b) If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor any Grantor are held or acquired by Pledgor such Grantor or its nominee through a securities intermediary or commodity intermediary, Pledgor such Grantor shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, either (A) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with the Secured Party, in form and substance satisfactory to the Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor such Grantor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (B) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor such Grantor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor each Grantor that the Secured Party 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 Pledgorany Grantor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Related Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 6.08(b) shall not apply to (i) any financial assets credited to a securities account for which the Secured Party is the securities intermediary. intermediary and is in automatic control pursuant to Section 9-106(a) of the NYUCC or (ii) any commodity contract carried in a commodity account for which the Secured Party is the commodity intermediary and is in automatic control pursuant to Section 9-106(b) of the NYUCC. (c) With respect to any such Collateral investment property in the possession or within the control of the Secured Party, Pledgor each Grantor waives any restriction or obligation imposed on the Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC. (d) So long as no Event of Default shall have occurred and be continuing, each Grantor shall be entitled: (i) to exercise, but in a manner not inconsistent with the terms hereof, all voting power and other consensual rights with respect to any of the Pledged Securities of such Grantor, and for that purpose the Secured Party shall (if such Pledged Securities shall be registered in the name of the Secured Party 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 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 Securities (any such proxies or other instruments to be in form and substance satisfactory to the Secured Party in all respects); and (ii) except as otherwise provided herein or in the Credit Agreement, to receive and retain for its own account (subject to the Liens created hereunder) any and all payments, proceeds, dividends, distributions, monies, compensation, property, assets, instruments 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 Securities. (e) In case, upon the dissolution or liquidation (in whole or in part) of any issuer of any Pledged Securities, any sum shall be paid or payable as a liquidating dividend or otherwise upon or with respect to any of the Pledged Securities or, in the event any other Extraordinary Payment is paid or payable, then and in any such event, such sum shall be paid by each such Grantor over to the Secured Party promptly, and in any event to be applied as set forth in the Credit Agreement. (f) In case any stock dividend shall be declared with respect to any of the Pledged Securities, or any shares of stock or fractions thereof shall be issued pursuant to any stock split involving any of the Pledged Securities, or any distribution of capital shall be made on any of the Pledged Securities, or any shares, obligations or other property shall be distributed upon or with respect to the Pledged Securities, in each case pursuant to a recapitalization or reclassification of the capital of the issuer thereof, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of such issuer, or to the merger or consolidation of such issuer with or into another corporation, the shares, obligations or other property so distributed shall be delivered by the Grantor to the Secured Party promptly, and in any event within ten (10) days after receipt by such Grantor thereof, to be held by the Secured Party as Collateral hereunder subject to the terms of this Security Agreement, and all of the same shall constitute Pledged Securities for all purposes hereof. (g) Upon the occurrence and during the continuance of any Event of Default, all rights of a Grantor to exercise or refrain from exercising any of the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 6.08(d)(i) and to receive and retain any of the payments, proceeds, dividends, distributions, monies, compensation, property, assets, instruments or rights that the Grantor would otherwise be authorized to receive and retain pursuant to Section 6.08(d)(ii) shall cease, and thereupon the Secured Party shall be entitled to exercise all voting power with respect to the Pledged Securities and to receive and retain, as Collateral hereunder, any and all payments, proceeds, dividends, distributions, monies, compensation, property, assets, instruments or rights at any time declared or paid upon any of the Pledged Securities during the continuance of an Event of Default and otherwise to act with respect to the Pledged Securities as outright owner thereof. (h) All payments, proceeds, dividends, distributions, monies, compensation, property, assets, instruments or rights that are received by each Grantor contrary to the provisions of this Section 6.08 shall be received and held in trust for the benefit of the Secured Party shall be segregated by each Grantor from other funds of such Grantor and shall be forthwith paid over to the Secured Party as in the same form as so received (with any necessary or reasonably requested endorsement).

Investment Property. If Pledgor the Grantor shall at any time hold or acquire any certificated securities, Pledgor the Grantor shall forthwith endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Grantor are uncertificated and are issued to Pledgor the Grantor or its nominee directly by the issuer thereof, Pledgor the Grantor shall immediately notify Secured Party thereof and shall cause the issuer to enter into a written agreement or other authenticated record with and, at Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant either: (i) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from Secured Party as to such securities, without further consent of Pledgor the Grantor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (ii) arrange for Secured Party or a Delegate 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 Pledgor the Grantor are held or acquired by Pledgor the Grantor or its nominee nominees through a securities intermediary or commodity intermediary, Pledgor the Grantor shall immediately notify Secured Party thereof and, at Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to Secured Party, either: (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Grantor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property Investment Property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment propertyInvestment Property, with Pledgor the Grantor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. Secured Party agrees with Pledgor the Grantor that Secured Party shall not give any such entitlement orders or orders, 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 Pledgorthe Grantor, unless an Enforcement Event of Default has occurred and is continuing occurred, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 4.10(b) shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall a Company shall, now or at any time hereafter, hold or acquire any certificated securitiessecurities (other than those which constitute Excluded Assets, Pledgor such Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor a Company which constitute Collateral are uncertificated and are issued to Pledgor such Company or its nominee directly by the issuer thereof, Pledgor such Company shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant cause the issuer to which such issuer shall agree, among other things, agree to comply without further consent of such Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall arrange for Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor a Company and which constitute Collateral are held or acquired by Pledgor such Company or its nominee through a securities intermediary or commodity intermediary, Pledgor such Company shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of such Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, in the case of financial assets or other investment property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID), to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor each Company that the Secured Party 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 Pledgorsuch Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor Debtor shall at any time hold or acquire any certificated securities, Pledgor Debtor shall forthwith endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereof, Pledgor Debtor shall immediately notify Secured Party thereof and shall cause the issuer to enter into a written agreement or other authenticated record with and, at Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable nominee or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for Secured Party or a Delegate to become the registered owner of the securities. If any commodity interests or securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor Debtor are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor Debtor shall immediately notify Secured Party thereof and, at Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to Secured Party, either (a) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable nominee or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (b) in the case of financial assets or other investment property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor Debtor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor Debtor that Secured Party 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 PledgorDebtor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall the Company shall, now or at any time hereafter, hold or acquire any certificated securitiessecurities (other than those which constitute Excluded Assets, Pledgor the Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Company which constitute Collateral are uncertificated and are issued to Pledgor the Company or its nominee directly by the issuer thereof, Pledgor the Company shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant cause the issuer to which such issuer shall agree, among other things, agree to comply without further consent of the Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall arrange for Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Company and which constitute Collateral are held or acquired by Pledgor the Company or its nominee through a securities intermediary or commodity intermediary, Pledgor the Company shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, in the case of financial assets or other investment property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID), to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Company that the Secured Party 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 Pledgorthe Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall the Company shall, now or at any time hereafter, hold or acquire any certificated securities, Pledgor the Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Company are uncertificated and are issued to Pledgor the Company or its nominee directly by the issuer thereof, Pledgor the Company shall immediately promptly (but in any event within five (5) Business Days) notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply without further consent of the Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Company are held or acquired by Pledgor the Company or its nominee through a securities intermediary or commodity intermediary, Pledgor the Company shall immediately promptly (but in any event within five (5) Business Days) notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Company being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Company that the Secured Party 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 Pledgorthe Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor the Debtor shall at any time hold or acquire any certificated securitiesCertificated Securities, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured PartyParty or its Representative, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities Securities now owned or hereafter acquired by Pledgor the Debtor are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (i) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party or its Representative as to such securitiesSecurities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (ii) arrange for the Secured Party or a Delegate its Representative to become the registered owner of the securitiesSecurities. If any securitiesSecurities, whether certificated or uncertificated, or other investment property Investment Property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately notify the Secured Party thereof and shall cause such securities intermediary or (as and, at the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant to which either (x) cause such securities intermediary or commodities commodity intermediary, as the case may beapplicable, shall, among other things, to agree to comply with entitlement orders or other instructions from the Secured Party or its Representative to such securities intermediary as to such securities Securities or other investment propertyInvestment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party or its Representative to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (y) in the case of financial assets Financial Assets or other investment property Investment Property held through a securities intermediary, arrange for the Secured Party or a Delegate its Representative to become the entitlement holder with respect to such investment propertyInvestment Property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party 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 Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCCInvestment Property.

Investment Property. If Pledgor the Debtor shall at any time hold or acquire any certificated securities, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtor are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party 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 Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall the Company shall, now or at any time hereafter, hold or acquire any certificated securities, Pledgor the Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Company are uncertificated and are issued to Pledgor the Company or its nominee directly by the issuer thereof, Pledgor the Company shall immediately promptly (but in any event within two Business Days) notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply without further consent of the Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Company are held or acquired by Pledgor the Company or its nominee through a securities intermediary or commodity intermediary, Pledgor the Company shall immediately promptly (but in any event within two Business Days) notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Company being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Company that the Secured Party 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 Pledgorthe Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor the Debtors shall at any time hold or acquire any certificated securities, Pledgor the Debtors shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtors are uncertificated and are issued to Pledgor the Debtors or its their nominee directly by the issuer thereof, Pledgor the Debtors shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtors or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtors are held by the Debtors or acquired by Pledgor or its their nominee through a securities intermediary or commodity intermediary, Pledgor the Debtors shall immediately notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtors or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtors being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Debtors that the Secured Party 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 Pledgorthe Debtors, unless an Enforcement Event Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occuroccurred. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor Debtor shall at any time hold or acquire any certificated securities, Pledgor Debtor shall forthwith endorse, assign assign, and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereof, Pledgor Debtor shall immediately notify Secured Party thereof and shall cause the issuer to enter into a written agreement or other authenticated record with of such issuance and, at Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant either (i) cause the issuer thereof to which such issuer shall agree, among other things, agree to comply with instructions from Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (ii) arrange for Secured Party or a Delegate 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 Pledgor Debtor, are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor Debtor shall immediately notify Secured Party thereof thereof, and, at Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities or other investment propertyInvestment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property Investment Property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment propertyInvestment Property, with Pledgor Debtor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. Secured Party agrees with Pledgor Debtor that Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary intermediary, or commodity intermediaryintermediary of Investment Property, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by PledgorDebtor, unless an Enforcement Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occurcontinuing. The provisions of this Section 6.06 3.3(g) shall not apply to any financial assets credited to a securities account for which Secured Party or an Affiliate of Secured Party is the securities intermediary. With respect The Investment Property required to any such Collateral in be pledged hereunder and under the possession or within Credit Agreement by the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 Debtor as of the NYUCCClosing Date are listed in Schedule 3.3(g) hereto.

Investment Property. If Pledgor shall the Company shall, now or at any time hereafter, hold or acquire any certificated securities, Pledgor the Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time reasonably specify. If any securities now owned or hereafter acquired by Pledgor the Company are uncertificated and are issued to Pledgor the Company or its nominee directly by the issuer thereof, Pledgor the Company shall immediately promptly (but in any event within two (2) Business Days) notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply without further consent of the Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Company are held or acquired by Pledgor the Company or its nominee through a securities intermediary or commodity intermediary, Pledgor the Company shall immediately promptly (but in any event within two (2) Business Days) notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Company being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Company that the Secured Party 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 Pledgorthe Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall at any time hold or acquire the Borrower holds any certificated securitiessecurities that constitute part of the Collateral, Pledgor the Borrower shall forthwith promptly endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Borrower that constitute part of the Collateral are uncertificated and are issued to Pledgor the Borrower or its nominee directly by the issuer thereof, Pledgor the Borrower shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request, pursuant to an agreement, in form and substance satisfactory to the Secured Party, pursuant either (i) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Borrower or such nominee; in the event Pledgor is unable nominee or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (ii) arrange for the Secured Party or a Delegate 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 Pledgor the Borrower that are part of the Collateral are held or acquired by Pledgor the Borrower or its nominee through a securities intermediary (as defined in Section 8 102 of the UCC) or commodity intermediaryintermediary (as defined in Section 9 102 of the UCC), Pledgor the Borrower shall immediately notify the Secured Party thereof and shall and, at the Secured Party’s request, cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written control agreement or other authenticated record with the Secured Party, in form and substance satisfactory to the Secured Party, pursuant to which such securities intermediary or commodities intermediary, as and take all other steps deemed necessary by the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to perfect the security interest of the Secured Party in such securities or other investment propertyInvestment Property, or (as all pursuant to Sections 9 106 and 9 314 of the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement UCC or other authenticated record from a applicable law governing the perfection of the Secured Party’s security interest in such securities intermediary or commodities intermediary, as the case may be, Pledgor shall, in the case of financial assets or other investment property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID), to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party 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 Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCCInvestment Property.

Investment Property. If Pledgor Debtor shall at any time hold or acquire any certificated securities, Pledgor Debtor shall forthwith endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereof, Pledgor Debtor shall immediately notify Secured Party thereof and shall cause the issuer to enter into a written agreement or other authenticated record with and, at Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor Debtor are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor Debtor shall immediately notify Secured Party thereof and, at Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor Debtor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor Debtor that Secured Party 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 PledgorDebtor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall the Debtor shall, at any time time, hold or acquire any certificated securitiessecurities (other than securities of the Debtor), Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtor are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately promptly notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately promptly notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party 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 Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor Debtor shall at any time hold or acquire any certificated securities, Pledgor Debtor shall forthwith endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereof, Pledgor Debtor shall immediately promptly notify Secured Party thereof and shall cause the issuer to enter into a written agreement or other authenticated record with and, at Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor Debtor are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor Debtor shall immediately promptly notify Secured Party thereof and, at Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor Debtor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor Debtor that Secured Party 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 PledgorDebtor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor any Grantor shall at any time hold or acquire any certificated securities, Pledgor the Grantor shall forthwith endorse, assign and deliver the same to the Secured Party, or provided the Revolver is still in effect, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Grantor are uncertificated and are issued to Pledgor the Grantor or its nominee directly by the issuer thereof, Pledgor the Grantor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Grantor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor any Grantor are held or acquired by Pledgor the Grantor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Grantor shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Grantor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Grantor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party 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 Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall the Company shall, now or at any time hereafter, hold or acquire any certificated securities, Pledgor the Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Company are uncertificated and are issued to Pledgor the Company or its nominee directly by the issuer thereof, Pledgor the Company shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply without further consent of the Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Company are held or acquired by Pledgor the Company or its nominee through a securities intermediary or commodity intermediary, Pledgor the Company shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Company being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Company that the Secured Party 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 Pledgorthe Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. (a) If Pledgor such Grantor shall at become entitled to receive or shall receive any time certificate (including, without limitation, any certificate representing a 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 Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Party, hold or acquire any certificated securities, Pledgor shall forthwith endorse, assign the same in trust for the Secured Party and deliver the same forthwith to the Secured Party in the exact form received, duly indorsed by such Grantor to the Secured Party, accompanied by if required, together with an undated stock power covering such instruments of transfer or assignment certificate duly executed in blank as by such Grantor and with, if the Secured Party may from time so requests, signature guaranteed, to time specifybe held by the Secured Party, subject to the terms hereof, as additional collateral security for the Secured Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Secured Party to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property 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 Secured Party, be delivered to the Secured Party to be held by it hereunder as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Secured Party, hold such money or property in trust for the Secured Party, segregated from other funds of such Grantor, as additional collateral security for the Secured Obligations. Each Grantor hereby authorize and instruct each Issuer of any Investment Property pledged by such Grantor hereunder to notify the Secured Party promptly in writing of the occurrence of any of the events described in this Section 5.6(a). (b) Without the prior written consent of the Secured Party, such Grantor will not (a) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities now owned convertible into or hereafter acquired granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, (b) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by Pledgor the Credit Agreement or any other Loan Document), (c) 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 or any other Loan Document or (d) enter into any agreement or undertaking restricting the right or ability of the Borrower and such Grantor or the Secured Party to sell, assign or transfer any of the Investment Property or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (e) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are uncertificated applicable to it, (f) it will notify the Secured Party promptly in writing of the occurrence of any of the events described in Section 5.6(a) with respect to the Investment Property issued by it and are (g) the terms of 0 and 0 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to 0 or 06 with respect to the Investment Property issued by it. In the case of any Issuer that is not a Grantor hereunder, such Grantor shall promptly cause such Issuer to Pledgor execute and deliver to the Secured Party an Acknowledgment and Consent. (d) In the case of each Grantor that is a partner in a Partnership, such Grantor hereby consents to the extent required by the applicable Partnership Agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Partnership Interests in such Partnership and to the transfer of such Pledged Partnership Interests to the Secured Party or its nominee directly by and to the issuer thereof, Pledgor shall immediately notify Secured Party thereof and shall cause substitution of the issuer to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such issuer shall agree, among other things, to comply with instructions from Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall arrange for Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor are held or acquired by Pledgor or its nominee through as a securities intermediary substituted partner in such Partnership with all the rights, powers and duties of a general partner or commodity intermediary, Pledgor shall immediately notify Secured Party thereof and shall cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediarylimited partner, as the case may be, shall, among other things, agree to comply be in accordance with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account terms of any commodity contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, in this Agreement. In the case of financial assets or each Grantor that is a member of an LLC, such Grantor hereby consent to the extent required by the applicable LLC Agreement to the pledge by each other investment property held through a securities intermediaryGrantor, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms hereof, of the STID), Pledged LLC Interests in such LLC and to exercise rights the transfer of such Pledged LLC Interests to withdraw or otherwise deal with such investment property. the Secured Party agrees with Pledgor that or its nominee and to the substitution of the Secured Party or its nominee as a substituted member of the LLC with all the rights, powers and duties of a member of such LLC in accordance with the terms of this Agreement. (e) Such Grantor shall not give any such entitlement orders or instructions or directions agree to any such issuer, securities intermediary amendment of a Partnership Agreement or commodity intermediary, and shall not withhold its consent to an LLC Agreement that in any way adversely affects the exercise perfection of any withdrawal or dealing rights by Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event security interest of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession Pledged Partnership Interests or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party Pledged LLC Interests pledged by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCCsuch Grantor hereunder.

Investment Property. If Pledgor the Debtor shall at any time hold or acquire any certificated securities, Pledgor the Debtor shall promptly notify the Secured Party thereof and, at Secured party's request and option, the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtor are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party's reasonable request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (a) cause the issuer to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party's reasonable request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Debtor that the Secured Party 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 Pledgorthe Debtor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor the Debtor shall at any time hold or acquire ------------------- any certificated securities, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtor are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party 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 Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor the Debtor shall at any time hold or acquire any certificated securities, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtor are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any commodity interests or securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Debtor that the Secured Party 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 Pledgorthe Debtor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Bond Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor the Debtor shall at any time hold or acquire any certificated securities, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtor are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any commodity interests or securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Debtor that the Secured Party 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 Pledgorthe Debtor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor the Debtor shall at any time hold or acquire -------------------- any certificated securities, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtor are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party 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 Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall any Grantor shall, at any time following the occurrence and continuance of an Event of Default hold or acquire any certificated securitiesCertificated Securities, Pledgor such Grantor shall forthwith endorse, assign sign and deliver the same to the Secured Party, Party accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities security is now owned or hereafter acquired by Pledgor any Grantor are uncertificated and are issued to Pledgor the Grantor or its nominee directly by the issuer thereof, Pledgor such Grantor shall immediately notify the Secured Party thereof and shall at the Secured Party’s request and option, pursuant to an agreement reasonably satisfactory to the Secured Party either (a) cause the issuer to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such issuer shall agree, among other things, agree to comply without further consent of such Grantor or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor Securities or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securitiesSecurities, whether certificated or uncertificated, uncertificated or other investment property Investment Property now or hereafter acquired by Pledgor the Grantor are held or acquired by Pledgor any Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, Pledgor the Grantor shall immediately notify the Secured Party thereof and shall cause such securities intermediary or (as at the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form ’s request and substance satisfactory to Secured Partyoption, pursuant to which an agreement reasonably satisfactory to the Secured Party either (i) cause such securities intermediary Securities Intermediary or commodities intermediaryCommodity Intermediary, as the case may be, shall, among other things, to agree to comply comply, in each case, without further consent of such Grantor or such nominee, at any time with entitlement orders Entitlement Orders or other instructions from the Secured Party to such securities intermediary Securities Intermediary as to such securities Securities or other investment propertyInvestment Property, or (as the case may be) to apply any value distributed on account of any commodity contract Commodity Contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor Commodity Intermediary or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets Financial Assets or other investment property Investment Property held through a securities intermediarySecurities Intermediary, arrange for this Secured Party or a Delegate to become the entitlement holder Entitlement Holder with respect to such investment propertyInvestment Property, with Pledgor such Grantor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. Secured Party agrees with Pledgor that The Secured Party shall not give any such entitlement orders Entitlement Order or instructions or directions to any such issuerissuers, securities intermediary Securities Intermediary or commodity intermediary, Commodity Intermediary and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Grantor, unless an Enforcement Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCCcontinuing.

Investment Property. If Pledgor the Debtor shall at any time after which there has been an event of Default hold or acquire any certificated securities, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtor are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor after an event of Default the Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediaryintermediary at any time after which there has been an event of Default, Pledgor the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Debtor that the Secured Party 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 Pledgorthe Debtor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall Subject to §2.2, if the Grantor shall, now or at any time hereafter, hold or acquire any certificated securities, Pledgor the Grantor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Grantor are uncertificated and are issued to Pledgor the Grantor or its nominee directly by the issuer thereof, Pledgor the Grantor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which agree to comply, without further consent of the Grantor or such issuer shall agreenominee, among other things, to comply at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Grantor are held or acquired by Pledgor the Grantor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Grantor shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Grantor or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Grantor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Grantor that the Secured Party 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 Pledgorthe Grantor, unless an Enforcement a Loan Default Event has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall any Debtor shall, now or at any time hereafter, hold or acquire any certificated securities, Pledgor the Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor any Debtor are uncertificated and are issued to Pledgor such Debtor or its nominee directly by the issuer thereof, Pledgor such Debtor shall immediately promptly (but in any event within five Business Days) notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (a) cause the issuer to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such issuer shall agree, among other things, agree to comply without further consent of such Debtor or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor any Debtor are held or acquired by Pledgor such Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor such Debtor shall immediately promptly (but in any event within five Business Days) notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of such Debtor or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor such Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor each Debtor that the Secured Party 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 Pledgorsuch Debtor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor the Debtors shall at any time hold or acquire any certificated securities, Pledgor upon the occurrence of an Attachment Event the Debtors shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor any Debtor are uncertificated un-certificated and are issued to Pledgor any Debtor or its nominee directly by the issuer thereof, Pledgor upon the occurrence of an Attachment Event such Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (i) cause the issuer to which agree to comply, without further consent of such issuer shall agreeDebtor or such nominee, among other things, to comply at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (ii) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificatedun-certificated, or other investment property now or hereafter acquired by Pledgor any Debtor are held or acquired by Pledgor such Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor upon the occurrence of an Attachment Event such Debtor shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (y) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of such Debtor or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (z) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor such Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Debtors that the Secured Party 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 Pledgorthe Debtors, unless an Enforcement Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occurcontinuing. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor Debtor shall at any time hold or acquire any certificated securities, Pledgor Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereof, Pledgor Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor Debtor are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor Debtor shall immediately notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor Debtor that the Secured Party 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 PledgorDebtor, unless an Enforcement Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occurcontinuing. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor the Debtor shall at any time hold or acquire any certificated securities, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtor are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Debtor that the Secured Party 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 Pledgorthe Debtor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant DocumentsAccounts Receivable Purchase Agreement, a Default this Agreement or Event of Default any Related Document,, would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall any Grantor shall, now or at any time hereafter, hold or acquire any certificated securitiessecurities that are part of the Collateral, Pledgor such Grantor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor a Grantor that are part of the Collateral are uncertificated and are issued to Pledgor such Grantor or its nominee directly by the issuer thereof, Pledgor such Grantor shall immediately promptly (but in any event within five Business Days) notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (a) cause the issuer to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such issuer shall agree, among other things, agree to comply without further consent of such Grantor or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor a Grantor that are part of the Collateral are held or acquired by Pledgor a Grantor or its nominee through a securities intermediary or commodity intermediary, Pledgor such Grantor shall immediately promptly (but in any event within five Business Days) notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of such Grantor or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor such Grantor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor each Grantor that the Secured Party 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 Pledgorsuch Grantor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor Debtor shall at any time hold or acquire any certificated securities, Pledgor Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereof, Pledgor Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor Debtor are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor Debtor shall immediately notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, intermediary in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor Debtor that the Secured Party 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 PledgorDebtor, unless an Enforcement Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occurcontinuing. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor any Debtor shall at any time hold or acquire any certificated securities, Pledgor such Debtor, subject to the Intercreditor Agreement, shall forthwith endorse, assign and deliver the same to the Secured Party, Party accompanied by such instruments of transfer or assignment duly executed in blank by an “effective indorsement” (as Secured Party may from time to time specifydefined in Section 8-107 of the UCC). If any securities now owned or hereafter acquired by Pledgor any Debtor are uncertificated and are issued to Pledgor such Debtor or its nominee directly by the issuer thereof, Pledgor such Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant Party either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor such Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor any Debtor are held or acquired by Pledgor such Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor such Debtor shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor such Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor such Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Debtors that the Secured Party 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 Pledgorthe Debtors, unless a Default or an Enforcement Event of Default (as such terms are defined in the Indenture) has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant DocumentsIndenture, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall the Company shall, now or at any time hereafter, hold or acquire any certificated securities, Pledgor the Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Company are uncertificated and are issued to Pledgor the Company or its nominee directly by the issuer thereof, Pledgor the Company shall immediately promptly (but in any event within two (2) Business Days) notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (a) cause the issuer to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such issuer shall agree, among other things, agree to comply without further consent of the Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Company are held or acquired by Pledgor the Company or its nominee through a securities intermediary or commodity intermediary, Pledgor the Company shall immediately promptly (but in any event within two (2) Business Days) notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Company being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Company that the Secured Party 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 Pledgorthe Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall the Debtor at any time hold holds or acquire acquires any certificated securities, Pledgor shall the Debtor shall, at the Secured Party’s request and option, forthwith endorse, assign assign, and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtor are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any commodity interests, financial assets, or securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities securities, financial assets, 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 Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such financial assets or investment property. The Secured Party agrees with Pledgor the Debtor that the Secured Party shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary intermediary, or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Debtor, unless an Enforcement Event of Default has occurred and is continuing orcontinuing, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.5

Investment Property. If Pledgor Except to the extent otherwise provided in ARTICLE 4, if any Grantor shall at any time hold or acquire any certificated securities, Pledgor such Grantor shall forthwith endorseindorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor any Grantor are uncertificated and are issued to Pledgor such Grantor or its nominee directly by the issuer thereof, Pledgor such Grantor shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (i) cause the issuer to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor any Grantor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (ii) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor any Grantor are held or acquired by Pledgor such Grantor or its nominee through a securities intermediary or commodity intermediary, Pledgor such Grantor shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment propertysecurity entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor any Grantor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Grantor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor each of the Grantors that the Secured Party 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 Pledgorany Grantor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall the Company shall, now or at any time hereafter, hold or acquire any certificated securities, Pledgor the Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Company are uncertificated and are issued to Pledgor the Company or its nominee directly by the issuer thereof, Pledgor the Company shall immediately promptly (but in any event within five Business Days) notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (a) cause the issuer to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such issuer shall agree, among other things, agree to comply without further consent of the Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Company are held or acquired by Pledgor the Company or its nominee through a securities intermediary or commodity intermediary, Pledgor the Company shall immediately promptly (but in any event within five Business Days) notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Company being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Company that the Secured Party 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 Pledgorthe Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor the Maker shall at any time hold or acquire any certificated securities, Pledgor the Maker shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Maker are uncertificated un-certificated and are issued to Pledgor the Maker or its nominee directly by the issuer thereof, Pledgor the Maker shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (i) cause the issuer to which agree to comply, without further consent of the Maker or such issuer shall agreenominee, among other things, to comply at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (ii) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificatedun-certificated, or other investment property now or hereafter acquired by Pledgor the Maker are held or acquired by Pledgor the Maker or its nominee through a securities intermediary or commodity intermediary, Pledgor the Maker shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (y) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Maker or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (z) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Maker being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Maker that the Secured Party 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 Pledgorthe Maker, unless an Enforcement Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occurcontinuing. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor Grantor shall at any time hold or acquire any certificated securities, Pledgor the Grantor shall forthwith endorse, assign pledge and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If Grantor shall at any securities now owned or hereafter acquired by Pledgor are time hold uncertificated and are issued to Pledgor or its nominee directly by membership interests in a limited liability company, then except with the issuer thereofprior written consent of the Secured Party, Pledgor Grantor shall immediately notify Secured Party thereof and shall cause not (i) permit the issuer to enter into a written terms of the operating agreement or other authenticated record with Secured Party, in form and substance satisfactory controlling document of such limited liability company to Secured Party, pursuant to which provide that such issuer shall agree, among other things, to comply with instructions from Secured Party as to such Equity Interests are “securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall arrange for Secured Party or a Delegate to become the registered owner ” governed by Article 8 of the securitiesUCC or (ii) issue certificates for such uncertificated membership interests. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor are Grantor is held or acquired by Pledgor the Grantor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Grantor shall immediately notify give written notice to the Secured Party thereof and, pursuant to an agreement in form and shall substance reasonably satisfactory to the Secured Party, cause such securities intermediary or commodity intermediary (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Grantor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, in the case of financial assets or other investment property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID), to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Grantor that the Secured Party 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 Pledgorthe Grantor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Credit Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities (other than shares of its own capital stock), Pledgor such Grantor shall forthwith endorse, assign sign and deliver the same to the Secured Party, Party accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities security is now owned or hereafter acquired by Pledgor any Grantor are uncertificated and are issued to Pledgor the Grantor or its nominee directly by the issuer thereof, Pledgor such Grantor shall immediately notify the Secured Party thereof and shall cause at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant Party either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply without further consent of such Grantor or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor Securities or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securitiesSecurities, whether certificated or uncertificated, uncertificated or other investment property Investment Property now or hereafter acquired by Pledgor the Grantor are held or acquired by Pledgor any Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, Pledgor the Grantor shall immediately notify the Secured Party thereof and shall cause such securities intermediary or (as at the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant to which Party either (i) cause such securities intermediary Securities Intermediary or commodities intermediaryCommodity Intermediary, as the case may be, shall, among other things, to agree to comply comply, in each case, without further consent of such Grantor or such nominee, at any time with entitlement orders Entitlement Orders or other instructions from the Secured Party to such securities intermediary Securities Intermediary as to such securities Securities or other investment propertyInvestment Property, or (as the case may be) to apply any value distributed on account of any commodity contract Commodity Contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor Commodity Intermediary or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets Financial Assets or other investment property Investment Property held through a securities intermediarySecurities Intermediary, arrange for this Secured Party or a Delegate to become the entitlement holder Entitlement Holder with respect to such investment propertyInvestment Property, with Pledgor such Grantor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. Secured Party agrees with Pledgor that The Secured Party shall not give any such entitlement orders Entitlement Order or instructions or directions to any such issuerissuers, securities intermediary Securities Intermediary or commodity intermediary, Commodity Intermediary and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Grantor, unless an Enforcement Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCCcontinuing.

Investment Property. If Pledgor shall the Company shall, now or at any time hereafter, hold or acquire any certificated securities, Pledgor the Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Company are uncertificated and are issued to Pledgor the Company or its nominee directly by the issuer thereof, Pledgor the Company shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply without further consent of the Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Company are held or acquired by Pledgor the Company or its nominee through a securities intermediary or commodity intermediary, Pledgor the Company shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Company being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Company that the Secured Party 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 Pledgorthe Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall any Debtor at any time hold holds or acquire acquires any certificated securities, Pledgor then within five (5) business days after the signing of this agreement or the acquisition of the certificates, whichever is earlier, such Debtor shall forthwith endorse, assign assign, and deliver the same such certificates to Secured Party, accompanied by such instruments of transfer or assignment assignment, duly executed in blank blank, as Secured Party may from time to time may specify. If any securities now owned or hereafter acquired by Pledgor any Debtor are uncertificated and are issued to Pledgor such Debtor or its nominee directly by the issuer thereofissuer, Pledgor then such Debtor shall immediately notify Secured Party thereof thereof, and shall cause the issuer to enter into a written agreement or other authenticated record with within five business days after Secured Party’s request, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant at Secured Party’s election either shall (1) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from given by Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (2) arrange for Secured Party or a Delegate to become the registered owner of the securities. If any certificated securities, whether certificated or uncertificateduncertificated securities, or other investment property now or hereafter acquired by Pledgor any Debtor are held or acquired by Pledgor such Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor then such Debtor immediately shall immediately notify Secured Party thereof thereof, and shall cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with within five business days after Secured Party’s request, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant to which at Secured Party’s election the Debtor either shall (a) cause such securities intermediary or commodities intermediary, as the case may be, shall, among other things, commodity intermediary to agree (i) to comply with entitlement orders or other instructions from given by Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may beii) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediaryParty, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (b) in the case of financial assets or other investment property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID), permitted to exercise rights to withdraw or otherwise deal with such investment propertyproperty only with the consent of Secured Party. Secured Party agrees with Pledgor that Secured Party shall not give any such entitlement orders or instructions orders, instructions, or directions to any such issuer, securities intermediary intermediary, or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Debtor, unless an Enforcement Event of Default (i) has occurred and is continuing or, after giving effect to any such investment and or (ii) would result from a requested withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occurdealing. The provisions of this Section 6.06 section shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor the Debtor shall at any time hold or acquire any certificated securities, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtor are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Debtor that the Secured Party 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 Pledgorthe Debtor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor any of the Collateral shall at any time hold or acquire any consist of certificated securities, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any such securities now owned or hereafter acquired by Pledgor the Debtor as payment under a Customer Contract are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor constitute Collateral and are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Debtor that the Secured Party 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 Pledgorthe Debtor, unless an Enforcement Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCCcontinuing.

Investment Property. If Pledgor Debtor shall at any time hold or acquire any certificated securities, Pledgor Debtor shall forthwith endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank favor of Secured Party or in blank, all as Secured Party may from time to time may specify. If any securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereof, Pledgor Debtor shall immediately notify Secured Party thereof and shall cause the issuer to enter into a written agreement or other authenticated record with and, at Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant either (1) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (2) arrange for Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor Debtor are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor Debtor shall immediately notify Secured Party thereof and shall cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with and, at Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant to which either (i) cause such securities intermediary or commodities intermediary, commodity intermediary (as the case may be, shall, among other things, ) to agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediary, as applicable, in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID), to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party 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 Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.the

Investment Property. If Pledgor shall Debtor at any time hold holds or acquire acquires any certificated securitiessecurities comprising part of the Collateral, Pledgor Debtor shall forthwith promptly endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities Securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereof, Pledgor Debtor shall immediately notify Secured Party thereof and shall cause the issuer to enter into a written agreement or other authenticated record with and, at Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant either (i) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (ii) arrange for Secured Party or a Delegate 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 Pledgor Debtor are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor Debtor shall immediately notify Secured Party thereof and, at Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to Secured Party, either (A) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities Securities or other investment propertyInvestment Property, or (as the case may be) to apply any value distributed on account of any commodity contract Commodity Contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (B) in the case of financial assets or other investment property Investment Property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment propertyInvestment Property, with Pledgor Debtor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. Secured Party agrees with Pledgor Debtor that Secured Party 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 PledgorDebtor, unless an Enforcement Event has occurred and is continuing a Default exists or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall any Company shall, now or at any time hereafter, hold or acquire any certificated securities, Pledgor the Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Company are uncertificated and are issued to Pledgor the Company or its nominee directly by the issuer thereof, Pledgor the Company shall immediately promptly (but in any event within five Business Days) notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (a) cause the issuer to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such issuer shall agree, among other things, agree to comply without further consent of the Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Company are held or acquired by Pledgor the Company or its nominee through a securities intermediary or commodity intermediary, Pledgor the Company shall immediately promptly (but in any event within five Business Days) notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Company being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Company that the Secured Party 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 Pledgorthe Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor the Grantor shall at any time hold or acquire any certificated securities, Pledgor the Grantor shall promptly notify Secured Party of such certificated securities and forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Grantor are uncertificated and are issued to Pledgor the Grantor or its nominee directly by the issuer thereof, Pledgor the Grantor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which agree to comply, without further consent of the Grantor or such issuer shall agreenominee, among other things, to comply at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Grantor are held or acquired by Pledgor the Grantor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Grantor shall immediately notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Grantor or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Grantor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Grantor that the Secured Party 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 Pledgorthe Grantor, unless an Enforcement Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCCcontinuing.

Investment Property. If Pledgor any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities, Pledgor such Grantor shall forthwith endorse, assign sign and deliver the same to the Secured Party, Party accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities security is now owned or hereafter acquired by Pledgor any Grantor are uncertificated and are issued to Pledgor the Grantor or its nominee directly by the issuer thereof, Pledgor such Grantor shall immediately notify the Secured Party thereof and shall cause at the issuer to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant Party either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply without further consent of such Grantor or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor Securities or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securitiesSecurities, whether certificated or uncertificated, uncertificated or other investment property Investment Property now or hereafter acquired by Pledgor the Grantor are held or acquired by Pledgor any Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, Pledgor the Grantor shall immediately notify the Secured Party thereof and shall cause such securities intermediary or (as at the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant to which Party either (i) cause such securities intermediary Securities Intermediary or commodities intermediaryCommodity Intermediary, as the case may be, shall, among other things, to agree to comply comply, in each case, without further consent of such Grantor or such nominee, at any time with entitlement orders Entitlement Orders or other instructions from the Secured Party to such securities intermediary Securities Intermediary as to such securities Securities or other investment propertyInvestment Property, or (as the case may be) to apply any value distributed on account of any commodity contract Commodity Contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor Commodity Intermediary or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets Financial Assets or other investment property Investment Property held through a securities intermediarySecurities Intermediary, arrange for this Secured Party or a Delegate to become the entitlement holder Entitlement Holder with respect to such investment propertyInvestment Property, with Pledgor such Grantor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party 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 Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCCInvestment Property.

Investment Property. If Pledgor shall Debtor at any time hold holds or acquire acquires any certificated securitiessecurities comprising part of the Collateral, Pledgor Debtor shall forthwith promptly endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities Securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereof, Pledgor Debtor shall immediately notify Secured Party thereof and shall cause the issuer to enter into a written agreement or other authenticated record with and, at Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant either (i) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (ii) arrange for Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor Debtor are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor Debtor shall immediately notify Secured Party thereof and, at Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to Secured Party, either (A) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities Securities or other investment propertyInvestment Property, or (as the case may be) to apply any value distributed on account of any commodity contract Commodity Contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (B) in the case of financial assets or other investment property Investment Property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment propertyInvestment Property, with Pledgor Debtor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. Secured Party agrees with Pledgor Debtor that Secured Party 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 PledgorDebtor, unless an Enforcement Event has occurred and is continuing a Default exists or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall Debtor at any time hold holds or acquire acquires any certificated securities, Pledgor then within five (5) business days after the signing of this agreement or the acquisition of the certificates, whichever is earlier, Debtor shall forthwith endorse, assign assign, and deliver the same such certificates to Secured Party, accompanied by such instruments of transfer or assignment assignment, duly executed in blank blank, as Secured Party may from time to time may specify. If any securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereofissuer, Pledgor then Debtor shall immediately notify Secured Party thereof thereof, and shall cause the issuer to enter into a written agreement or other authenticated record with at Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant either shall (1) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from given by Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (2) arrange for Secured Party or a Delegate to become the registered owner of the securities. If any certificated securities, whether certificated or uncertificateduncertificated securities, or other investment property now or hereafter acquired by Pledgor Debtor are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor then Debtor immediately shall immediately notify Secured Party thereof thereof, and shall cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with at Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant to which Debtor either shall (a) cause such securities intermediary or commodities intermediary, as the case may be, shall, among other things, commodity intermediary to agree to comply with entitlement orders or other instructions from given by Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediaryParty, in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (b) in the case of financial assets or other investment property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor Debtor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID), permitted to exercise rights to withdraw or otherwise deal with such investment propertyproperty only with the consent of Secured Party. Secured Party agrees with Pledgor that Secured Party shall not give any such entitlement orders or instructions orders, instructions, or directions to any such issuer, securities intermediary intermediary, or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by PledgorDebtor, unless an Enforcement Event of Default (i) has occurred and is continuing or, after giving effect to any such investment and or (ii) would result from a requested withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occurdealing. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall the Company shall, now or at any time hereafter, hold or acquire any certificated securities, Pledgor the Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Company are uncertificated and are issued to Pledgor the Company or its nominee directly by the issuer thereof, Pledgor the Company shall immediately promptly (but in any event within three (3) Business Days) notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (a) cause the issuer to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such issuer shall agree, among other things, agree to comply without further consent of the Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Company are held or acquired by Pledgor the Company or its nominee through a securities intermediary or commodity intermediary, Pledgor the Company shall immediately promptly (but in any event within three (3) Business Days) notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Company being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Company that the Secured Party 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 Pledgorthe Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall the Company shall, now or at any time hereafter, hold or acquire any certificated securities, Pledgor the Company shall forthwith promptly (but in any event within two (2) Business Days) endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Company are uncertificated and are issued to Pledgor the Company or its nominee directly by the issuer thereof, Pledgor the Company shall immediately promptly (but in any event within two (2) Business Days) notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (a) cause the issuer to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such issuer shall agree, among other things, agree to comply without further consent of the Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Company are held or acquired by Pledgor the Company or its nominee through a securities intermediary or commodity intermediary, Pledgor the Company shall immediately promptly (but in any event within two (2) Business Days) notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Company being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Company that the Secured Party 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 Pledgorthe Company, unless an Enforcement Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occurcontinuing. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall any Company shall, now or at any time hereafter, hold or acquire any certificated securities, Pledgor such Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor a Company are uncertificated and are issued to Pledgor such Company or its nominee directly by the issuer thereof, Pledgor such Company shall immediately promptly (but in any event within five Business Days) notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (a) cause the issuer to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such issuer shall agree, among other things, agree to comply without further consent of such Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor a Company are held or acquired by Pledgor a Company or its nominee through a securities intermediary or commodity intermediary, Pledgor such Company shall immediately promptly (but in any event within five Business Days) notify the Secured Party thereof and, at the Secured Party’s request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of such Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor such Company being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor each Company that the Secured Party 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 Pledgorsuch Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall the Company shall, now or at any time hereafter, hold or acquire any certificated securities, Pledgor the Company shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Company are uncertificated and are issued to Pledgor the Company or its nominee directly by the issuer thereof, Pledgor the Company shall immediately promptly (but in any event within two (2) Business Days) notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (a) cause the issuer to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such issuer shall agree, among other things, agree to comply without further consent of the Company or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor or such nominee; or, in the event Pledgor is unable or otherwise fails the issuer refuses to obtain such written agreement or other authenticated record from an issuerso agree, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Company are held or acquired by Pledgor the Company or its nominee through a securities intermediary or commodity intermediary, Pledgor the Company shall immediately promptly (but in any event within two (2) Business Days) notify the Secured Party thereof and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Partyagree to comply, in form and substance satisfactory to Secured Partyeach case without further consent of the Company or such nominee, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply at any time with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Company being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Company that the Secured Party 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 Pledgorthe Company, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Transaction Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor shall Debtor at any time hold holds or acquire acquires any certificated securitiessecurities comprising part of the Collateral, Pledgor Debtor shall forthwith promptly endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereof, Pledgor Debtor shall immediately notify Secured Party thereof and shall cause the issuer to enter into a written agreement or other authenticated record with and, at Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant either (i) take such actions as Secured Party may reasonably request to which such cause the issuer shall agree, among other things, to agree to comply with instructions from Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails (ii) take such actions as Secured Party may reasonably request to obtain such written agreement or other authenticated record from an issuer, Pledgor shall arrange for Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor Debtor are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor Debtor shall immediately notify Secured Party thereof and, at Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to Secured Party, either (A) take such actions as Secured Party may reasonably request to cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (B) in the case of financial assets or other investment property held through a securities intermediary, take such actions as Secured Party may reasonably request to arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor Debtor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor Debtor that Secured Party 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 PledgorDebtor, unless an Enforcement Event has occurred and is continuing a Default exists or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 9(f) shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor any Grantor shall at any time hold or acquire any certificated securitiesCertificated Securities, Pledgor such Grantor shall forthwith endorse, assign sign and deliver the same to the Secured Party, Party accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities security is now owned or hereafter acquired by Pledgor any Grantor are uncertificated and are issued to Pledgor the Grantor or its nominee directly by the issuer thereof, Pledgor such Grantor shall immediately notify the Secured Party thereof and shall cause at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant Party either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply without further consent of such Grantor or such nominee, at any time with instructions from the Secured Party as to such securities, without further consent of Pledgor Securities or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securitiesSecurities, whether certificated or uncertificated, uncertificated or other investment property Investment Property now or hereafter acquired by Pledgor the Grantor are held or acquired by Pledgor any Grantor or its nominee through a securities intermediary Securities Intermediary or commodity intermediaryCommodity Intermediary, Pledgor the Grantor shall immediately notify the Secured Party thereof and shall cause such securities intermediary or (as at the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant to which Party either (i) cause such securities intermediary Securities Intermediary or commodities intermediaryCommodity Intermediary, as the case may be, shall, among other things, to agree to comply comply, in each case, without further consent of such Grantor or such nominee, at any time with entitlement orders Entitlement Orders or other instructions from the Secured Party to such securities intermediary Securities Intermediary as to such securities Securities or other investment propertyInvestment Property, or (as the case may be) to apply any value distributed on account of any commodity contract Commodity Contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor Commodity Intermediary or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets Financial Assets or other investment property Investment Property held through a securities intermediarySecurities Intermediary, arrange for this Secured Party or a Delegate to become the entitlement holder Entitlement Holder with respect to such investment propertyInvestment Property after the occurrence of an Event of Default, with Pledgor such Grantor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment propertyInvestment Property. Secured Party agrees with Pledgor that The Secured Party shall not give any such entitlement orders Entitlement Order or instructions or directions to any such issuerissuers, securities intermediary Securities Intermediary or commodity intermediary, Commodity Intermediary and shall not withhold its consent to the exercise of any withdrawal or dealing rights by Pledgorthe Grantor, unless an Enforcement Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCCcontinuing.

Investment Property. If Pledgor Debtor shall at any time hold or acquire any certificated securities, Pledgor Debtor shall forthwith endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereof, Pledgor Debtor shall immediately notify Secured Party thereof and shall cause the issuer to enter into a written agreement or other authenticated record with and, at Secured Party's request and option, pursuant to an agreement in form and substance reasonably satisfactory to Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor Debtor are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor Debtor shall immediately notify Secured Party thereof and, at Secured Party's request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor Debtor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms which consent shall, so long as no Event of the STIDDefault has occurred and is continuing, be promptly given), to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor Debtor that Secured Party 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 PledgorDebtor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor Debtor shall at any time hold or acquire any certificated securitiessecurities in any Guarantor, Pledgor Debtor shall forthwith endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereof, Pledgor Debtor shall immediately promptly notify Secured Party thereof and shall cause the issuer to enter into a written agreement or other authenticated record with and, at Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor Debtor are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor Debtor shall immediately promptly notify Secured Party thereof and, at Secured Party’s request and shall option, pursuant to an agreement in form and substance satisfactory to Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor Debtor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor Debtor that Secured Party 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 PledgorDebtor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor Debtor shall at any time hold or acquire any certificated securities, Pledgor Debtor shall forthwith endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereof, Pledgor Debtor shall immediately notify Secured Party thereof and shall cause the issuer to enter into a written agreement or other authenticated record with and, at Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant either (i) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (ii) arrange for Secured Party or a Delegate 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 Pledgor Debtor are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor Debtor shall immediately notify Secured Party thereof and, at Secured Party's request and shall option, pursuant to an agreement in form and substance reasonably satisfactory to Secured Party, either (A) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities or other investment propertyInvestment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (B) in the case of financial assets or other investment property Investment Property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment propertyInvestment Property, with Pledgor Debtor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party 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 Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occurInvestment Property. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor Debtor shall at any time hold or acquire any certificated securities, Pledgor Debtor shall forthwith endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor Debtor are uncertificated and are issued to Pledgor Debtor or its nominee directly by the issuer thereof, Pledgor Debtor shall immediately notify Secured Party thereof and shall cause the issuer to enter into a written agreement or other authenticated record with and, at Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant either (i) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from Secured Party as to such securities, without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (ii) arrange for Secured Party or a Delegate to become the registered owner of the securities. If any securities, whether certificated or uncertificated, financial assets or other investment property now or hereafter acquired by Pledgor Debtor are held or acquired by Pledgor Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor Debtor shall immediately notify Secured Party thereof and shall cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with and, at Secured Party’s request and option, pursuant to an agreement in form and substance satisfactory to Secured Party, pursuant to which either (x) cause such securities intermediary or commodities intermediary, as the case may be, shall, among other things, to agree to comply with entitlement orders or other instructions from Secured Party to such securities intermediary as to such securities or financial assets or other investment property, or (as without the case may be) to apply any value distributed on account of any commodity contract as directed by Secured Party to such commodity intermediary, in each case without further consent of Pledgor Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (y) in the case of financial assets or other investment property held through a securities intermediary, arrange for Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor Debtor being permitted, only with the consent of Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. Secured Party agrees with Pledgor that Secured Party 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 Pledgor, unless an Enforcement Event has occurred and is continuing or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 shall not apply to any financial assets credited to a securities account for which Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. If Pledgor the Debtor shall at any time hold or acquire any certificated securitiessecurities representing the Collateral, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. If any securities now owned or hereafter acquired by Pledgor the Debtor representing Collateral are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereof, Pledgor the Debtor shall immediately notify the Secured Party thereof and shall cause and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's written request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (a) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (b) arrange for the Secured Party or a Delegate to become the registered owner of the securities. If any securitiessecurities representing Collateral, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately notify the Secured Party thereof and, at the Secured Party's written request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. The Secured Party agrees with Pledgor the Debtor that the Secured Party 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 Pledgorthe Debtor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant Loan Documents, a Default or Event of Default would occur. The provisions of this Section 6.06 paragraph shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Investment Property. (a) If Pledgor shall the Debtor at any time hold holds or acquire acquires any certificated securities, Pledgor the Debtor shall forthwith endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. . (b) If any securities now owned or hereafter acquired by Pledgor the Debtor are uncertificated and are issued to Pledgor the Debtor or its nominee directly by the issuer thereofof such securities, Pledgor the Debtor shall immediately notify the Secured Party thereof and shall cause of such fact and, at the issuer to enter into a written agreement or other authenticated record with Secured Party's request and option, pursuant to an agreement in form and substance satisfactory to the Secured Party, pursuant either (i) cause the issuer to which such issuer shall agree, among other things, agree to comply with instructions from the Secured Party as to such securities, without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable , or otherwise fails to obtain such written agreement or other authenticated record from an issuer, Pledgor shall (ii) arrange for the Secured Party or a Delegate to become the registered owner of the securities. . (c) If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by Pledgor the Debtor are held or acquired by Pledgor the Debtor or its nominee through a securities intermediary or commodity intermediary, Pledgor the Debtor shall immediately notify the Secured Party thereof of such fact and, at the Secured Party's request and shall option, pursuant to an agreement in form and substance satisfactory to the Secured Party, either: (i) cause such securities intermediary or (as the case may be) commodity intermediary to enter into a written agreement or other authenticated record with Secured Party, in form and substance satisfactory to Secured Party, pursuant to which such securities intermediary or commodities intermediary, as the case may be, shall, among other things, agree to comply with entitlement orders or other instructions from the Secured Party to such securities intermediary as to such securities or other investment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Secured Party to such commodity intermediary, in each case without further consent of Pledgor the Debtor or such nominee; in the event Pledgor is unable or otherwise fails to obtain such written agreement or other authenticated record from a securities intermediary or commodities intermediary, as the case may be, Pledgor shall, or (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Secured Party or a Delegate to become the entitlement holder with respect to such investment property, with Pledgor the Debtor being permitted, only with the consent of the Secured Party (acting on instructions received pursuant to the terms of the STID)Party, to exercise rights to withdraw or otherwise deal with such investment property. . (d) The Secured Party agrees with Pledgor the Debtor that the Secured Party 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 Pledgorthe Debtor, unless an Enforcement Event of Default has occurred and is continuing continuing, or, after giving effect to any such investment and withdrawal rights not otherwise permitted by the Relevant DocumentsPower Purchase Agreement, a Default or Event of Default would occur. . (e) The provisions of this Section 6.06 subsection shall not apply to any financial assets credited to a securities account for which the Secured Party is the securities intermediary. With respect to any such Collateral in the possession or within the control of Secured Party, Pledgor waives any restriction or obligation imposed on Secured Party by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.