Common use of Termination of Deposit Account Control Agreement Clause in Contracts

Termination of Deposit Account Control Agreement. You are hereby notified that the Deposit Account Control Agreement dated as of , 20011 among [NAME OF THE DEBTOR], you and the undersigned (a copy of which is attached) is terminated and you have no further obligations to the undersigned pursuant to such Agreement. Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to account number(s) from [NAME OF THE DEBTOR]. This notice terminates any obligations you may have to the undersigned with respect to such account, however nothing contained in this notice shall alter any obligations which you may otherwise owe to [NAME OF THE DEBTOR] pursuant to any other agreement. You are instructed to deliver a copy of this notice by facsimile transmission to [NAME OF THE DEBTOR]. Very truly yours, CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Collateral Agent By: Authorized Signatory / Name: Title: Exhibit C to the Pledge and Security Agreement FORM OF TRADEMARK SECURITY AGREEMENT TRADEMARK SECURITY AGREEMENT dated as of [ ], 2007 (as amended, restated, supplemented or otherwise modified, the “Trademark Security Agreement”), made by each of the signatories hereto other than the Collateral Agent (as defined below) (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of CREDIT SUISSE, as collateral agent (in such capacity and together with its successors, the “Collateral Agent”) for (i) the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement dated as of [ ], 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among MacDermid Holdings, LLC, a Delaware limited liability company, Matrix Acquisition Corp., a Connecticut corporation, MacDermid, Incorporated, a Connecticut corporation, the Lenders party thereto, Credit Suisse, as administrative agent and as collateral agent, Xxxxxxx Xxxxx Credit Partners L.P., as syndication agent, and CIBC World Markets Corp. and Bear Steams & Co. Inc., as co-documentation agents, and (ii) the other Secured Parties.

Termination of Deposit Account Control Agreement. You are hereby notified that the Deposit Account Control Agreement dated as of [ ], 20011 20[ ] among [NAME OF THE DEBTOR]Name of Debtor] (the “Debtor”), you you, [First Lien Collateral Agent/ Second Lien Collateral Agent] and the undersigned (a copy of which is attached) is terminated and you have no further obligations to the undersigned pursuant to such Agreement. [IF THE CONTROL AGREEMENT IS TO REMAIN IN EFFECT WITH RESPECT TO THE FIRST LIEN COLLATERAL AGENT/ SECOND LIEN COLLATERAL AGENT, ADD: Note however that the Control Agreement remains in effect with respect to the First Lien Collateral Agent/ Second Lien Collateral Agent.] [IF THE CONTROL AGREEMENT IS BEING TERMINATED AS TO ALL PARTIES, ADD: Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to account number(s) [ ] from [NAME OF THE DEBTOR]. the Debtor.] This notice terminates any obligations you may have to the undersigned with respect to such account, however nothing contained in this notice shall alter any obligations which you may otherwise owe to [NAME OF THE DEBTOR] the Debtor pursuant to any other agreement. You are instructed to deliver a copy of this notice by facsimile transmission to [NAME OF THE DEBTOR]the Debtor. Very truly yours, CREDIT SUISSE, CAYMAN ISLANDS BRANCH[Xxxxxxx Xxxxx Credit Partners L.P., as First Lien Collateral Agent Agent] [Xxxxxx Commercial Paper, Inc., as Second Lien Collateral Agent] By: Authorized Signatory / Name: Title: Exhibit C to the Pledge and Security Agreement EXHIBIT E TO PLEDGE AND SECURITY AGREEMENT FORM OF TRADEMARK SECURITY AGREEMENT (FIRST LIEN) TRADEMARK SECURITY AGREEMENT (FIRST LIEN), dated as of [ ], 2007 20 (as amended, restated, supplemented restated or otherwise modifiedmodified from time to time, the “Trademark Security Agreement”), made by each of and among ALDABRA SUB LLC, a Delaware limited liability company (to be merged with and into BOISE PAPER HOLDINGS, L.L.C., a Delaware limited liability company, the signatories hereto other than the Collateral Agent “Borrower”), ALDABRA HOLDING SUB LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF THE BORROWER, as defined below) Guarantors (together with any other entity that may become a party hereto as provided hereinthe Borrower and Holdings, collectively, the “Grantors”), and XXXXXXX XXXXX CREDIT PARTNERS L.P., in favor of CREDIT SUISSE, its capacity as collateral agent for the Secured Parties (together with any successors and assigns thereto in such capacity and together with its successorscapacity, the “Collateral Agent”) for (i) the banks and other financial institutions or entities (the “Lenders”) from time to time parties ). Reference is made to the Credit Pledge and Security Agreement (First Lien) dated as of [ ]February 22, 2007 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), between each of the Grantors and the Collateral Agent. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement dated as of February 22, 2008 (as amended, supplemented or otherwise modified from time to time (the “Credit Agreement”), ) by and among MacDermid Holdings, LLC, a Delaware limited liability company, Matrix Acquisition Corp., a Connecticut corporation, MacDermid, Incorporated, a Connecticut corporationeach of the Grantors, the Lenders party thereto, Credit Suisse, as administrative agent and as collateral agent, Xxxxxxx Xxxxx Sachs Credit Partners L.P., as syndication agentAdministrative Agent. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and CIBC World Markets Corp. and Bear Steams & Co. Inc.delivery of this Agreement. Accordingly, the parties hereto agree as co-documentation agents, and (ii) the other Secured Parties.follows:

Termination of Deposit Account Control Agreement. You are hereby notified that the Deposit Account Control Agreement dated as of [ ], 20011 2012 among [NAME OF THE DEBTOR]Name of Debtor] (the “Debtor”), you and the undersigned (a copy of which is attached) is terminated and you have no further obligations to the undersigned pursuant to such Deposit Account Control Agreement. Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to account number(s) [ ] from [NAME OF THE DEBTOR]the Debtor. This notice terminates any obligations you may have to the undersigned with respect to such account, however nothing contained in this notice shall alter any obligations which you may otherwise owe to [NAME OF THE DEBTOR] the Debtor pursuant to any other agreement. You are instructed to deliver a copy of this notice by facsimile transmission to [NAME OF THE DEBTOR]. Very truly yours, CREDIT SUISSE, CAYMAN ISLANDS BRANCHBarclays Bank PLC, as Collateral Agent By: Authorized Signatory / Namecc: Title[Name and Address of Debtor] Attention: Exhibit C [ ] EXHIBIT E TO PLEDGE AND SECURITY AGREEMENT INSERT TO LLC/PARTNERSHIP AGREEMENT [Section . Transferability of Partnership Interests. Notwithstanding anything to the Pledge contrary herein, each Partner may Transfer all or a portion of its Partnership Interest to any collateral agent or financing party (or a designee or transferee thereof) in connection with the exercise by such collateral agent or financing party (or a designee or transferee thereof) of its foreclosure or similar remedial rights pursuant to loan and Security Agreement FORM OF TRADEMARK SECURITY AGREEMENT TRADEMARK SECURITY AGREEMENT dated as of [ ], 2007 (as amended, restated, supplemented security documentation to which the Partners or otherwise modified, the “Trademark Security Agreement”), made by each Partnership is a party without the consent of the signatories hereto other than the Collateral Agent (as defined below) (together with Partner(s). Upon any other entity that may become a party hereto as provided hereinsuch Transfer, the “Grantors”), in favor of CREDIT SUISSE, as collateral agent (in such capacity and together with its successors, the “Collateral Agent”) for (i) the banks and other financial institutions definition of “General Partner” or entities (the “LendersLimited Partner”) from time to time parties to the Credit Agreement dated as of [ ], 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among MacDermid Holdings, LLC, a Delaware limited liability company, Matrix Acquisition Corp., a Connecticut corporation, MacDermid, Incorporated, a Connecticut corporation, the Lenders party thereto, Credit Suisse, as administrative agent and as collateral agentapplicable, Xxxxxxx Xxxxx Credit Partners L.P., as syndication agent, and CIBC World Markets Corp. and Bear Steams & Co. Inc., as co-documentation agents, in this Agreement shall be deemed to be automatically updated to reflect such Transfer and (ii) each of the other Secured Partiesofficers shall have been deemed to have been removed effective the date of such Transfer, in each case without any consent of the Partners. The execution and delivery of this Agreement by a Partner shall constitute any necessary approval of such Partner under the Act to the foregoing provisions of this Section . This Section may not be amended or modified so long as any of the Partnership Interests are subject to a pledge or hypothecation without the pledgee’s (or a transferee of such pledgee’s) prior written consent.

Termination of Deposit Account Control Agreement. You are hereby notified that the Deposit Account Control Agreement dated as of [ ], 20011 20[ ] among [NAME OF THE DEBTOR]Name of Debtor] (the “Debtor”), you you, [First Lien Collateral Agent/ Second Lien Collateral Agent] and the undersigned (a copy of which is attached) is terminated and you have no further obligations to the undersigned pursuant to such Agreement. [IF THE CONTROL AGREEMENT IS TO REMAIN IN EFFECT WITH RESPECT TO THE FIRST LIEN COLLATERAL AGENT/ SECOND LIEN COLLATERAL AGENT, ADD: Note however that the Control Agreement remains in effect with respect to the First Lien Collateral Agent/ Second Lien Collateral Agent.] [IF THE CONTROL AGREEMENT IS BEING TERMINATED AS TO ALL PARTIES, ADD: Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to account number(s) [ ] from [NAME OF THE DEBTOR]. the Debtor.] This notice terminates any obligations you may have to the undersigned with respect to such account, however nothing contained in this notice shall alter any obligations which you may otherwise owe to [NAME OF THE DEBTOR] the Debtor pursuant to any other agreement. You are instructed to deliver a copy of this notice by facsimile transmission to [NAME OF THE DEBTOR]the Debtor. Very truly yours, CREDIT SUISSE, CAYMAN ISLANDS BRANCH[Xxxxxxx Xxxxx Credit Partners L.P., as First Lien Collateral Agent Agent] [Xxxxxx Commercial Paper, Inc., as Second Lien Collateral Agent] By: Authorized Signatory / Name: Title: Exhibit C to the Pledge and Security Agreement EXHIBIT E TO PLEDGE AND SECURITY AGREEMENT FORM OF TRADEMARK SECURITY AGREEMENT (SECOND LIEN) TRADEMARK SECURITY AGREEMENT (SECOND LIEN), dated as of [ ], 2007 20 (as amended, restated, supplemented restated or otherwise modifiedmodified from time to time, the “Trademark Security Agreement”), made by each of and among ALDABRA SUB LLC, a Delaware limited liability company (to be merged with and into BOISE PAPER HOLDINGS, L.L.C., a Delaware limited liability company, the signatories hereto other than the Collateral Agent “Borrower”), ALDABRA HOLDING SUB LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF THE BORROWER, as defined below) Guarantors (together with any other entity that may become a party hereto as provided hereinthe Borrower and Holdings, collectively, the “Grantors”), and XXXXXX COMMERCIAL PAPER INC., in favor of CREDIT SUISSE, its capacity as collateral agent for the Secured Parties (together with any successors and assigns thereto in such capacity and together with its successorscapacity, the “Collateral Agent”) for (i) the banks and other financial institutions or entities (the “Lenders”) from time to time parties ). Reference is made to the Credit Pledge and Security Agreement (Second Lien) dated as of [ ]February 22, 2007 2008 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), between each of the Grantors and the Collateral Agent. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement dated as of February 22, 2008 (as amended, supplemented or otherwise modified from time to time (the “Credit Agreement”), ) by and among MacDermid Holdings, LLC, a Delaware limited liability company, Matrix Acquisition Corp., a Connecticut corporation, MacDermid, Incorporated, a Connecticut corporationeach of the Grantors, the Lenders party thereto, Credit Suisse, as administrative agent and as collateral agent, Xxxxxxx Xxxxx Credit Partners L.P., as syndication agent, and CIBC World Markets Corp. and Bear Steams & Co. Xxxxxx Commercial Paper Inc., as co-documentation agentsAdministrative Agent. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and (ii) delivery of this Agreement. Accordingly, the other Secured Parties.parties hereto agree as follows: