Common use of Uncertificated Pledged Collateral Clause in Contracts

Uncertificated Pledged Collateral. Such Grantor will permit the Collateral Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Agent granted pursuant to this Security Agreement. Within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, with respect to any Pledged Collateral owned by it, such Grantor will take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary (including in connection with a Securities Account), on or within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, cause such securities intermediary to enter into a control agreement with the Collateral Agent, in form and substance satisfactory to the Collateral Agent, giving the Collateral Agent Control.

Uncertificated Pledged Collateral. Such Grantor will permit the Collateral Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Administrative Agent granted pursuant to this Security Agreement. Within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, with With respect to any Pledged Collateral owned by it, such Grantor will will, for Subsidiary Pledged Collateral, take any actions necessary necessary, or for all other Pledged Collateral, use commercially reasonable efforts to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Administrative Agent or its bailee for perfection to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary (including in connection with a Securities Account), on or within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Dateintermediary, cause such securities intermediary to enter into a control agreement with Securities Account Control Agreement giving the Administrative Agent or its bailee for perfection Control. Notwithstanding the foregoing, if any uncertificated securities constituting Collateral Agentare subsequently represented by certificates, in form and substance satisfactory such certificates shall be delivered to the Collateral Agent, giving Administrative Agent or its bailee for perfection in accordance with Section 4.4. Each issuer of uncertificated securities that is a party hereto agrees that after the Collateral occurrence and during the continuance of an Event of Default it will comply with instructions of the Administrative Agent Controlwith respect to such uncertificated securities without further consent by the applicable Grantor.

Uncertificated Pledged Collateral. Such Grantor will permit (a) Each Credit Party hereby agrees that if any of the Pledged Collateral is at any time not evidenced by certificates of ownership, then each applicable Credit Party shall, to the extent permitted by applicable law, (i) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) the issuer to (x) cause such Pledged Collateral to constitute an “uncertificated security” (as such term is defined in Article 9 of the UCC as in effect in the State of New York), and (y) execute and deliver to the Collateral Agent from time to time to cause or the appropriate issuers (and, if held with a securities intermediary, Lenders an acknowledgment of the pledge of such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by and an agreement that it not represented by certificates to xxxx their books and records will comply with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Agent granted pursuant to this Security Agreement. Within sixty (60) days (or such later date as may be agreed to instructions originated by the Collateral Agent without further consent of such Credit Party in its sole discretiona form that is reasonably satisfactory to the Collateral Agent or the Lenders, (ii) if necessary or desirable to perfect a security interest in such Pledged Collateral, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Agent, for the benefit of the Closing DateLenders, the right to transfer such Pledged Collateral under the terms hereof, and (iii) after the occurrence and during the continuance of any Event of Default, upon written request by the Collateral Agent or the Lenders, (A) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) the Organization Documents of each such issuer to be amended to provide that such Pledged Collateral shall be treated as “securities” for purposes of the UCC, and (B) cause (or, if the issuer is not a Subsidiary, use commercially reasonable efforts to cause) such Pledged Collateral to become certificated and delivered to the Collateral Agent, for the benefit of the Lenders, in accordance with the provisions of Section 4.3 hereof. At the reasonable request of the Collateral Agent, each Credit Party hereby agrees that if any of the Pledged Collateral are at any time not evidenced by certificates of ownership, such Credit Party shall, and shall cause the issuer thereof to (or if the issuer is not a Subsidiary, use commercially reasonable efforts to cause the issuer thereof to) enter agreements granting “control” to the Collateral Agent, for the benefit of the Lenders, with respect to such uncertificated Pledged Collateral or take any other action reasonably requested by the Collateral Agent or the Lenders in order to perfect the security interest therein prior to all other Liens on such Pledged Collateral except, with respect to any equity interests of Subsidiaries, for Permitted Liens which have priority over, or are pari passu with, the security interest on such Pledged Collateral owned by it, such Grantor will take any actions necessary to cause (a) the issuers operation of uncertificated securities which are Pledged Collateral law and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary (including in connection with a Securities Account)other uncertificated securities, on or within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, cause such securities intermediary to enter into a control agreement with the Collateral Agent, in form and substance satisfactory to the Collateral Agent, giving the Collateral Agent Controlexcept for Permitted Liens.

Uncertificated Pledged Collateral. Such Grantor The Grantors will permit the Collateral Agent from time to time to cause (subject to the terms of the Intercreditor Agreement) the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it with respect to which a Grantor owns 50% or more of the Equity Interests of the issuer of such Pledged Collateral not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Agent granted pursuant to this Security Agreement. Within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, with respect to any Pledged Collateral owned by it, such Grantor The Grantors will take any actions reasonably necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral with respect to which a Grantor owns 50% or more of the Equity Interests of the issuer of such Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged CollateralCollateral (subject to the terms of the Intercreditor Agreement). Without limiting the foregoing, such each applicable Grantor willwill use its commercially reasonable efforts to cause, with respect to any such Pledged Collateral held with a securities intermediary (including in connection an account with a Securities Account)an aggregate asset value of $2,500,000 or more, on or within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, cause such securities intermediary to enter into a control agreement with the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent, giving the Collateral Agent ControlControl (subject to the terms of the Intercreditor Agreement).

Uncertificated Pledged Collateral. (a) Such Grantor will permit the Collateral Agent from time to time to cause the appropriate issuers that are Subsidiaries (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx mxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Agent granted pursuant to this Security Agreement. Within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, with With respect to any Pledged Collateral issued by another Grantor included in the Collateral owned by it, such Grantor will take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged Collateral. With respect to any Pledged Collateral issued by a Person other than a Grantor included in the Collateral owned by it, such Grantor will use its commercially reasonable best efforts to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, will with respect to any such Pledged Collateral held with a securities intermediary (including in connection with a Securities Account)intermediary, on or within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, cause such securities intermediary to enter into a control agreement with the Collateral Agent, in form and substance satisfactory to the Collateral Agent, giving the Collateral Agent Control.

Uncertificated Pledged Collateral. Such Subject to the Intercreditor Agreement, such Grantor will permit the Collateral Administrative Agent from time to time to cause the appropriate issuers Issuers (and, if held with a securities intermediarySecurities Intermediary, such securities intermediarySecurities Intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Administrative Agent granted pursuant to this Security Agreement. Within sixty (60) days (or such later date as may be agreed Subject to by the Collateral Agent in its sole discretion) of the Closing DateIntercreditor Agreement, with respect to any Pledged Collateral owned by it, such Grantor will take any actions necessary use its reasonable efforts to cause (a) the issuers Issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary Securities Intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Administrative Agent to have and retain Control (subject to the Intercreditor Agreement) over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary (including in connection with a Securities Account)Intermediary, on or within sixty (60) days (or such later date as may be agreed use commercially reasonable efforts to by the Collateral Agent in its sole discretion) of the Closing Date, cause such securities intermediary Securities Intermediary to enter into a control agreement with the Collateral Administrative Agent, in form and substance satisfactory to the Collateral Administrative Agent, giving the Collateral Administrative Agent ControlControl (subject to the Intercreditor Agreement).

Uncertificated Pledged Collateral. Such Grantor will permit the Collateral Administrative Agent from time to time to cause (subject to the terms of the Term Loan/ABL Intercreditor Agreement) the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates certificates, in each case with respect to which a Grantor owns more than 50% of the Capital Stock of the issuer of such uncertificated securities, to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Administrative Agent granted pursuant to this Security Agreement. Within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, with With respect to any Pledged Collateral owned by it, such Grantor will take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral with respect to which a Grantor owns more than 50% of the Capital Stock of the issuer of such uncertificated securities and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Administrative Agent to have and retain Control over such Pledged CollateralCollateral (subject to the terms of the Term Loan/ABL Intercreditor Agreement). Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary (including in connection an account with a Securities Account), on an aggregate asset value of $2,000,000 or within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Datemore, cause such securities intermediary to enter into a control agreement with the Collateral Administrative Agent, in form and substance reasonably satisfactory to the Collateral Administrative Agent, giving the Collateral Administrative Agent ControlControl (subject to the terms of the Term Loan/ABL Intercreditor Agreement).

Uncertificated Pledged Collateral. Such Grantor will permit the Collateral Administrative Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx mxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Administrative Agent granted pursuant to this Security Agreement. Within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, with With respect to any Pledged Collateral owned by it, such Grantor will take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral Investment Property and (b) any securities intermediary which is the holder of any such Pledged CollateralInvestment Property, to cause the Collateral Administrative Agent to have and retain Control over such Pledged CollateralInvestment Property. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral Investment Property held with a securities intermediary (including in connection with a Securities Account), on or within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Dateintermediary, cause such securities intermediary to enter into a control agreement covering the applicable Pledged Investment Property (each a “Securities Account Control Agreement”) with the Collateral Administrative Agent, in form and substance reasonably satisfactory to the Collateral Administrative Agent, giving the Collateral Administrative Agent Control. At any time Availability is less than $50,000,000, Administrative Agent shall provide notice to the applicable securities intermediaries that all Pledged Securities Accounts at such securities intermediary shall be blocked and the applicable securities intermediary shall act only upon the instruction of Administrative Agent with respect to such securities accounts. At any time that Administrative Agent provides a Notice of Exclusive Control (as defined in -11- that certain Securities Account Control Agreement, dated as of the date hereof, among State Street Bank and Trust Company (“State Street”), Administrative Agent, the Company and certain other parties thereto (the “State Street Control Agreement”)) under the State Street Control Agreement, all Investment Property of the Loan Parties held at State Street shall be immediately transferred to a securities account at Chase. Each Loan Party agrees from time to time to execute and deliver to Administrative Agent all agreements, documents or instruments necessary for Administrative Agent to effect the transfer of such Investment Property without the consent or approval of any other Person.

Uncertificated Pledged Collateral. Such Grantor will permit the Collateral Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediarySecurities Intermediary, such securities intermediarySecurities Intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Agent granted pursuant to this Security Agreement. Within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, with With respect to any Pledged Collateral owned by it, such Grantor will (a) give prompt written notice to the Collateral Agent of the acquisition or existence of any uncertificated securities which are Pledged Collateral, and (b) take reasonable any actions necessary to cause (ai) the issuers of uncertificated securities which are Pledged Collateral and (bii) any securities intermediary Securities Intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor (a) will, with respect to any such Pledged Collateral held with a securities intermediary (including in connection with a Securities Account)Intermediary, on or within sixty (60) days (or such later date as may be agreed give prompt written notice to by the Collateral Agent in its sole discretion) of the Closing Date, existence of such Pledged Collateral and take all action necessary to cause such securities intermediary Securities Intermediary to enter into a control agreement Control Agreement with the Collateral Agent, in form and substance satisfactory to the Collateral Agent, Agent giving the Collateral Agent ControlControl over such Pledged Collateral and any account into which such Pledged Collateral is deposited (a “Securities Account”), and (b) will not, at any time, permit uncertificated securities constituting Pledged Collateral with an aggregate fair market value in excess of $1,000,000 to be held in any Securities Account not subject to a Control Agreement.

Uncertificated Pledged Collateral. (a) Such Grantor will permit the Collateral Administrative Agent from time to time to cause the appropriate issuers that are Subsidiaries (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Administrative Agent granted pursuant to this Security Agreement. Within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, with With respect to any Pledged Collateral issued by another Grantor included in the Collateral owned by it, such Grantor will at the request of the Administrative Agent take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Administrative Agent to have and retain Control over such Pledged Collateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. With respect to any Pledged Collateral issued by a Person other than a Grantor with an individual value in excess of $5,000,000 included in the Collateral owned by it, such Grantor will at the request of the Administrative Agent use its commercially reasonable best efforts to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent to have and retain Control over such Pledged Collateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. Without limiting the foregoing, such Grantor will, if requested by the Administrative Agent, with respect to any such Pledged Collateral held with a securities intermediary (including in connection with a Securities Account), on or within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Dateintermediary, cause such securities intermediary to enter into a control agreement with the Collateral Administrative Agent, in form and substance satisfactory to the Collateral Administrative Agent, giving the Administrative Agent Control other than with respect to Pledged Collateral Agent Controlthat constitutes Permitted Investments in an Excluded Account.

Uncertificated Pledged Collateral. Such Grantor will permit the Collateral Agent from time to time use commercially reasonable efforts to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Administrative Agent granted pursuant to this Security Agreement. Within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, with With respect to any Pledged Collateral owned by itit on the Effective Date, such Grantor will take any actions necessary use commercially reasonable efforts to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Administrative Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, (i) with respect to any such Pledged Collateral held with a securities intermediary (including in connection with a Securities Account)as of the Effective Date, on or within sixty (60) cause such securities intermediary, no later than 90 days after the Effective Date (or such later date as may be agreed to by the Collateral Administrative Agent in its sole discretion) of the Closing Dateshall agree), cause such securities intermediary to enter into a control agreement with the Collateral Administrative Agent, in form and substance reasonably satisfactory to the Collateral Administrative Agent, giving the Collateral Administrative Agent Control and (ii) otherwise with respect to any Pledged Collateral, prior to the opening or replacement of any Securities Account (including the replacement of any Securities Account in place as of the Effective Date) or any applicable securities intermediary receiving any Pledged Collateral, enter into a control agreement with such securities intermediary and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, giving the Administrative Agent Control.

Uncertificated Pledged Collateral. a) Such Grantor will permit the Collateral Administrative Agent from time to time to cause the appropriate issuers that are Subsidiaries (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Administrative Agent granted pursuant to this Security Agreement. Within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, with With respect to any Pledged Collateral issued by another Grantor included in the Collateral owned by it, such Grantor will at the request of the Administrative Agent take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Administrative Agent to have and retain Control over such Pledged Collateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. With respect to any Pledged Collateral issued by a Person other than a Grantor with an individual value in excess of $5,000,000 included in the Collateral owned by it, such Grantor will at the request of the Administrative Agent use its commercially reasonable efforts to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent to have and retain Control over such Pledged Collateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. Without limiting the foregoing, such Grantor will, if requested by the Administrative Agent, with respect to any such Pledged Collateral held with a securities intermediary (including in connection with a Securities Account), on or within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Dateintermediary, cause such securities intermediary to enter into a control agreement with the Collateral Administrative Agent, in form and substance satisfactory to the Collateral Administrative Agent, giving the Administrative Agent Control other than with respect to Pledged Collateral Agent Controlthat constitutes Permitted Investments in an Excluded Account.

Uncertificated Pledged Collateral. Such Subject to the terms of the ABL-Term Loan Intercreditor Agreement, such Grantor will permit the Collateral Administrative Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx mark their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Administrative Agent granted pursuant to this Canadian Security Agreement. Within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, with With respect to any Pledged Collateral owned by it, such Grantor will take any necessary actions necessary requested by the Administrative Agent to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent to have and retain Control over such Pledged Collateral (or until the Term Loan Obligation Payment Date, to cause the Term Loan Agent to have and retain Control over such Pledged Collateral, in accordance with the terms of the ABL-Term Loan Intercreditor Agreement in the case of any Pledged Collateral constituting Term Loan Priority Collateral). Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary (including in connection with a Securities Account), on or within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Dateintermediary, cause such securities intermediary to enter into a control agreement Control Agreement with the Collateral Administrative Agent, in form and substance reasonably satisfactory to the Collateral Administrative Agent, giving the Administrative Agent Control (or until the Term Loan Obligation Payment Date, to enter into a Control Agreement with the Term Loan Agent in accordance with the terms of the ABL-Term Loan Intercreditor Agreement in the case of any Pledged Collateral constituting Term Loan Priority Collateral).To the extent that any issuer of uncertificated securities that constitute Pledged Collateral shall issue certificates for such Pledged Collateral, such Grantor will promptly notify the Administrative Agent Controland comply with the provisions of Section 4.4 with respect to such Pledged Collateral.

Uncertificated Pledged Collateral. (a) Such Grantor will permit the Collateral Agent from time to time use commercially reasonable efforts to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Agent granted pursuant to this Security Agreement. Within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, with With respect to any Pledged Collateral owned by itit on the Closing Date, such Grantor will take any actions necessary use commercially reasonable efforts to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, (i) with respect to any such Pledged Collateral held with a securities intermediary (including in connection with a Securities Account), on or within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, cause such securities intermediary intermediary, no later than 90 days after the Closing Date (or such later date as the Collateral Agent shall agree), to enter into a control agreement with the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent, giving the Collateral Agent Control and (ii) otherwise with respect to any Pledged Collateral, prior to the opening or replacement of any Securities Account (including the replacement of any Securities Account in place as of the Closing Date) or any applicable securities intermediary receiving any Pledged Collateral, enter into a control agreement with such securities intermediary and the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent, giving the Collateral Agent Control. With respect to any issuer of Pledged Collateral consisting of partnership interests or limited liability company interests in which the Grantor owns less than 100% of such Equity Interests, Grantor shall use its commercially reasonable efforts to cause the partnership agreement or limited liability company agreement of such entity to be amended to include the following provision: “Notwithstanding any other provision of this agreement, in the event that an Event of Default shall have occurred under that certain Credit and Guarantee Agreement (as such Credit and Guarantee Agreement may be amended, modified, supplemented or restated from time to time) dated as of September 30, 2010 among Clopay Xxxx True Temper Holding Corp., as Borrower, Clopay Xxxx True Temper LLC, certain subsidiaries of the Borrower, Xxxxxxx Sachs Lending Partners LLC, as Administrative Agent and Collateral Agent (together with its successors and assigns, the “Collateral Agent”), and the lenders from time to time parties thereto, and the Collateral Agent shall exercise any of its rights and remedies with respect to equity interests in the company, then each [member][partner] hereby irrevocably consents to the transfer of any equity interest and all related management and other rights in the company to the Collateral Agent or any designee of the Collateral Agent. The Collateral Agent is a third-party beneficiary of this provision and this provision cannot be amended or repealed without the consent of the Collateral Agent until the Credit Agreement has been discharged in full.”

Uncertificated Pledged Collateral. Such Subject to the terms of the ABL-Term Loan Intercreditor Agreement, such Grantor will permit the Collateral Administrative Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Administrative Agent granted pursuant to this US Security Agreement. Within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, with With respect to any Pledged Collateral owned by it, such Grantor will take any necessary actions necessary requested by the Administrative Agent to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent to have and retain Control over such Pledged Collateral (or until the Term Loan Obligation Payment Date, to cause the Term Loan Agent to have and retain Control over such Pledged Collateral, in accordance with the terms of the ABL-Term Loan Intercreditor Agreement in the case of any Pledged Collateral constituting Term Loan Priority Collateral). Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary (including in connection with a Securities Account), on or within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Dateintermediary, cause such securities intermediary to enter into a control agreement Control Agreement with the Collateral Administrative Agent, in form and substance reasonably satisfactory to the Collateral Administrative Agent, giving the Administrative Agent Control (or until the Term Loan Obligation Payment Date, to enter into a Control Agreement with the Term Loan Agent in accordance with the terms of the ABL-Term Loan Intercreditor Agreement in the case of any Pledged Collateral constituting Term Loan Priority Collateral). To the extent that any issuer of uncertificated securities that constitute Pledged Collateral shall issue certificates for such Pledged Collateral, such Grantor will promptly notify the Administrative Agent Controland comply with the provisions of Section 4.4 with respect to such Pledged Collateral.

Uncertificated Pledged Collateral. (a) Such Grantor will permit the Collateral Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) that are Subsidiaries of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Agent granted pursuant to this Security Agreement. Within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, with With respect to any Pledged Collateral issued by another Grantor included in the Collateral owned by it, such Grantor will take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged Collateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. With respect to any Pledged Collateral issued by a Person other than a Grantor with an individual value in excess of $5,000,000 included in the Collateral owned by it, such Grantor will use its commercially reasonable best efforts to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged Collateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. Without limiting the foregoing, such Grantor will, if requested by the Collateral Agent, with respect to any such Pledged Collateral held with a securities intermediary (including in connection with a Securities Account), on or within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Dateintermediary, cause such securities intermediary to enter into a control agreement with the Collateral Agent, in form and substance satisfactory to the Collateral Agent, giving the Collateral Agent ControlControl other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account.

Uncertificated Pledged Collateral. Such Subject to the terms of the ABL-Term Loan Intercreditor Agreement, such Grantor will permit the Collateral Administrative Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Administrative Agent granted pursuant to this Canadian Cross-Border Security Agreement. Within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, with With respect to any Pledged Collateral owned by it, such Grantor will take any necessary actions necessary requested by the Administrative Agent to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent to have and retain Control over such Pledged Collateral (or until the Term Loan Obligation Payment Date, to cause the Term Loan Agent to have and retain Control over such Pledged Collateral, in accordance with the terms of the ABL-Term Loan Intercreditor Agreement in the case of any Pledged Collateral constituting Term Loan Priority Collateral). Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary (including in connection with a Securities Account), on or within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Dateintermediary, cause such securities intermediary to enter into a control agreement Control Agreement with the Collateral Administrative Agent, in form and substance reasonably satisfactory to the Collateral Administrative Agent, giving the Administrative Agent Control (or until the Term Loan Obligation Payment Date, to enter into a Control Agreement with the Term Loan Agent in accordance with the terms of the ABL-Term Loan Intercreditor Agreement in the case of any Pledged Collateral constituting Term Loan Priority Collateral).To the extent that any issuer of uncertificated securities that constitute Pledged Collateral shall issue certificates for such Pledged Collateral, such Grantor will promptly notify the Administrative Agent Controland comply with the provisions of Section 4.4 with respect to such Pledged Collateral.

Uncertificated Pledged Collateral. Such Grantor will permit the Collateral Administrative Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Administrative Agent granted pursuant to this Security Agreement. Within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, with With respect to any Pledged Collateral owned by it, such Grantor will take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral Collateral, promptly upon the Administrative Agent’s request, and (b) any securities intermediary which is the holder of any such Pledged Collateral, in each case, to cause the Collateral Administrative Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, promptly upon the Administrative Agent’s reasonable request, with respect to any such Pledged Collateral held with a securities intermediary (including in connection with a Securities Account), on or within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Dateintermediary, cause such securities intermediary to enter into a control agreement with the Collateral Administrative Agent, in form and substance reasonably satisfactory to the Collateral Administrative Agent, giving the Collateral Administrative Agent Control; provided, however, that no such control agreement shall be required in respect of any Excluded Account or for the 90-day period (or such longer period as agreed by the Administrative Agent in its sole discretion) after the Effective Date.

Uncertificated Pledged Collateral. (%3) Such Grantor will permit the Collateral Administrative Agent from time to time to cause the appropriate issuers that are Subsidiaries (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Administrative Agent granted pursuant to this Security Agreement. Within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, with With respect to any Pledged Collateral issued by another Grantor included in the Collateral owned by it, such Grantor will at the request of the Administrative Agent take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Administrative Agent to have and retain Control over such Pledged Collateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. With respect to any Pledged Collateral issued by a Person other than a Grantor with an individual value in excess of $5,000,000 included in the Collateral owned by it, such Grantor will at the request of the Administrative Agent use its commercially reasonable efforts to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent to have and retain Control over such Pledged Collateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. Without limiting the foregoing, such Grantor will, if requested by the Administrative Agent, with respect to any such Pledged Collateral held with a securities intermediary (including in connection with a Securities Account), on or within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Dateintermediary, cause such securities intermediary to enter into a control agreement with the Collateral Administrative Agent, in form and substance satisfactory to the Collateral Administrative Agent, giving the Administrative Agent Control other than with respect to Pledged Collateral Agent Controlthat constitutes Permitted Investments in an Excluded Account.

Uncertificated Pledged Collateral. Such Grantor will permit the Collateral Administrative Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Administrative Agent granted pursuant to this Security Agreement. Within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, with With respect to any Pledged Collateral owned by it, promptly, upon request of the Administrative Agent, such Grantor will take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Administrative Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary (including in connection with a Securities Account), on or within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Dateintermediary, cause such securities intermediary within 60 days after the Filing Date to enter into a control agreement with the Collateral Administrative Agent, in form and substance satisfactory to the Collateral Administrative Agent, giving the Collateral Administrative Agent Control. Each Grantor confirms and agrees that each issuer of uncertificated securities which are Pledged Collateral shall comply with any instructions that are originated by the Administrative Agent without any further consent of such Grantor. Each Grantor that is an issuer of Pledged Collateral hereby acknowledges and agrees to comply with any instructions that are originated by the Administrative Agent without any further consent of any such Grantor in accordance with this Section.

Uncertificated Pledged Collateral. Such Grantor The Grantors will permit the Collateral Agent from time to time to cause (subject to the terms of the Intercreditor Agreement) the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it with respect to which the Grantors collectively own 50% or more of the Equity Interests of the issuer of such Pledged Collateral not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Agent granted pursuant to this Security Agreement. Within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, with respect to any Pledged Collateral owned by it, such Grantor The Grantors will take any actions reasonably necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral with respect to which the Grantors collectively own 50% or more of the Equity Interests of the issuer of such Pledged Collateral, and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged CollateralCollateral (subject to the terms of the Intercreditor Agreement). Without limiting the foregoing, such each applicable Grantor willwill use its commercially reasonable efforts to cause, with respect to any such Pledged Collateral held with a securities intermediary (including in connection an account with a Securities Account)an aggregate asset value of $5,000,000 or more, on or within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, cause such securities intermediary to enter into a control agreement with the Collateral Agent, in form and substance satisfactory to the Collateral Agent, giving the Collateral Agent ControlControl (subject to the terms of the Intercreditor Agreement).

Uncertificated Pledged Collateral. Such Subject to the terms, conditions and provisions of the Intercreditor Agreement, such Grantor will permit the Noteholder Collateral Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Noteholder Collateral Agent granted pursuant to this Security Agreement. Within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, with With respect to any Pledged Collateral owned by it, upon the Noteholder Collateral Agent’s reasonable request, such Grantor will take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged CollateralCollateral (other than the Xxxxxxx Xxxxx Account), to cause the Noteholder Collateral Agent to have and retain Control over such Pledged CollateralCollateral (subject to the terms, conditions and provisions of the Intercreditor Agreement). Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary (including in connection with a Securities other than the Xxxxxxx Xxxxx Account), on or within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, cause such securities intermediary to enter into a control agreement Securities Control Agreement with the Noteholder Collateral Agent, in form and substance satisfactory (subject to the Collateral Agentterms, giving conditions and provisions of the Collateral Agent ControlIntercreditor Agreement).

Uncertificated Pledged Collateral. Such Grantor The Grantors will permit the Collateral Agent from time to time after the occurrence and during the continuance of any Event of Default, to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates constituting Capital Stock with respect to which a Grantor owns more than 50% of the Capital Stock of the issuer of such Pledged Collateral to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien security interest of the Collateral Agent granted pursuant to this Security Agreement. Within sixty (60) days (or such later date as may be agreed to After the occurrence and during the continuance of any Event of Default, upon request by the Collateral Agent in its sole discretion) of Agent, the Closing Date, with respect to any Pledged Collateral owned by it, such Grantor Grantors will take any actions reasonably necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary constituting Capital Stock with respect to which is a Grantor owns more than 50% of the holder Capital Stock of any the issuer of such Pledged Collateral, Collateral to cause enter into agreements or other instruments to allow the Collateral Agent to have and retain Control “control” under the UCC over such Pledged Collateral. Without limiting In the foregoingcase of each Grantor which is an issuer of Pledged Collateral, such Grantor willagrees, after the occurrence and during the continuance of any Event of Default, (i) to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) promptly to note on its books the security interests granted to the Agent, (iii) that it will comply with instructions of the Agent with respect to any such the applicable Pledged Collateral held with a securities intermediary (including all Equity Interests of such issuer) without further consent by such Grantor, and (iv) agrees to notify the Agent upon obtaining knowledge of any interest in connection with a Securities Account), on or within sixty (60) days (or such later date as may be agreed favor of any Person in the applicable Pledged Collateral that is materially adverse to by the Collateral Agent in its sole discretion) interest of the Closing Date, cause such securities intermediary to enter into a control agreement with the Collateral Agent, in form and substance satisfactory to the Collateral Agent, giving the Collateral Agent Controltherein.

Uncertificated Pledged Collateral. Such Grantor will permit the Collateral Administrative Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx mxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Administrative Agent granted pursuant to this Security Agreement. Within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, with With respect to any Pledged Collateral owned by it, such Grantor will (a) give prompt written notice to the Administrative Agent of the acquisition or existence of any uncertificated securities which are Pledged Collateral, and (b) take any actions necessary to cause (ai) the issuers of uncertificated securities which are Pledged Collateral and (bii) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Administrative Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor (a) will, with respect to any such Pledged Collateral held with a securities intermediary (including in connection with a Securities Account)intermediary, on or within sixty (60) days (or such later date as may be agreed give prompt written notice to by the Collateral Administrative Agent in its sole discretion) of the Closing Date, existence of such Pledged Collateral and take all commercially reasonable action necessary to cause such securities intermediary to enter into a control agreement Control Agreement with the Collateral Agent, in form and substance satisfactory to the Collateral Agent, Administrative Agent giving the Administrative Agent Control over such Pledged Collateral Agent Controland any account into which such Pledged Collateral is deposited (a “Securities Account”), and (b) will not, at any time, permit uncertificated securities constituting Pledged Collateral with an aggregate fair market value in excess of $100,000 to be held in any Securities Account not subject to a Control Agreement.

Uncertificated Pledged Collateral. Such Grantor The Grantors will permit the Collateral Agent from time to time to cause (subject to the terms of the Intercreditor Agreement) the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it with respect to which a Grantor owns 50% or more of the Equity Interests of the issuer of such Pledged Collateral not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Agent granted pursuant to this Security Agreement. Within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, with respect to any Pledged Collateral owned by it, such Grantor The Grantors will take any actions reasonably necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral with respect to which a Grantor owns 50% or more of the Equity Interests of the issuer of such Pledged Collateral, and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged CollateralCollateral (subject to the terms of the Intercreditor Agreement). Without limiting the foregoing, such each applicable Grantor willwill use its commercially reasonable efforts to cause, with respect to any such Pledged Collateral held with a securities intermediary (including in connection an account with a Securities Account)an aggregate asset value of $5,000,000 or more, on or within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, cause such securities intermediary to enter into a control agreement with the Collateral Agent, in form and substance satisfactory to the Collateral Agent, giving the Collateral Agent ControlControl (subject to the terms of the Intercreditor Agreement).

Uncertificated Pledged Collateral. Such Grantor Promptly following PBGC’s request to either Obligor (but in the case of Spitz, only after payment of all Senior Obligations to BMT secured by Collateral described in this paragraph), such Obligor will permit the Collateral Agent PBGC from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it such Obligor not represented by certificates to xxxx their its books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien lien of the Collateral Agent PBGC granted pursuant to this Security Agreement. Within sixty (60) days (or Promptly following any such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Daterequest, with respect to any Pledged Collateral owned by itsuch Obligor, such Grantor Obligor will take any actions necessary to cause (a1) the issuers of uncertificated securities which are Pledged Collateral Collateral, and (b2) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent PBGC to have and retain Control over such Pledged Collateral. Without limiting the foregoing, promptly following any such Grantor request, such Obligor will, with respect to any such Pledged Collateral held with a securities intermediary (including in connection with a Securities Account), on or within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Dateintermediary, cause such securities intermediary to enter into a control agreement with the Collateral AgentPBGC, in form and substance satisfactory to the Collateral AgentPBGC, giving the Collateral Agent PBGC Control.

Uncertificated Pledged Collateral. Such Subject to the terms, conditions and provisions of the Intercreditor Agreement, such Grantor will permit the Collateral Administrative Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Administrative Agent granted pursuant to this Security Agreement. Within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, with With respect to any Pledged Collateral owned by it, upon the Administrative Agent’s request, such Grantor will take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged CollateralCollateral (other than the Xxxxxxx Xxxxx Account), to cause the Collateral Administrative Agent to have and retain Control over such Pledged CollateralCollateral (subject to the terms, conditions and provisions of the Intercreditor Agreement). Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary (including in connection with a Securities other than the Xxxxxxx Xxxxx Account), on or within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, cause such securities intermediary to enter into a control agreement Securities Control Agreement with the Collateral Administrative Agent, in form and substance reasonably satisfactory to the Collateral Administrative Agent, giving the Collateral Administrative Agent ControlControl (subject to the terms, conditions and provisions of the Intercreditor Agreement).