Common use of Delivery and Control of Security Collateral Clause in Contracts

Delivery and Control of Security Collateral. (a) Subject to the Intercreditor Agreement, all certificates or instruments representing or evidencing Pledged Equity or Pledged Debt shall be promptly delivered to and held by or on behalf of the Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent except to the extent that such transfer or assignment is prohibited by applicable law. With respect to any Pledged Equity existing on the Closing Date, the transfer or assignment of which is subject to (x) certain corporate actions by the holders of or issuers of Initial Pledged Equity issued by Foreign Subsidiaries which have not occurred as of the Closing Date despite the Grantors’ use of commercially reasonable efforts to cause such corporate actions to occur prior to the Closing Date or (y) governmental approvals or consents which have not been obtained as of the Closing Date despite the Grantors’ use of commercially reasonable efforts to cause such approvals or consents to be obtained prior to the Closing Date, the Grantors shall cause such corporate actions to occur or shall obtain such approvals or consents within 45 days after the Closing Date (or such later date as the Administrative Agent shall reasonably agree). (b) With respect to any Security Collateral representing interests in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will use commercially reasonable efforts (or in the case of a wholly-owned Subsidiary, take all actions necessary) to cause (i) the issuers of such Security Collateral and (ii) any securities intermediary which is the holder of any such Security Collateral, to cause the Agent to have and retain, subject to the Intercreditor Agreement, Control over such Security Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Security Collateral held with a securities intermediary, use commercially reasonable efforts to cause such securities intermediary to enter into a control agreement with the Agent, in form and substance reasonably satisfactory to the Agent, giving the Agent Control, subject to the Intercreditor Agreement. (c) With respect to any securities or commodity account and any Security Collateral that constitutes a security entitlement (other than a security entitlement which is an uncertificated security, which for the avoidance of doubt shall be subject to the preceding Section 4(b)), within 60 days after the Closing Date (or such later date as the Administrative Agent shall reasonably agree), the relevant Grantor will cause the securities intermediary with respect to such security or commodity account or security entitlement to identify in its records the Agent as the entitlement holder thereof or enter into a control agreement with the Agent, in form and substance reasonably satisfactory to the Agent, giving the Agent Control, subject to the Intercreditor Agreement. (d) Subject to the Intercreditor Agreement and upon the occurrence and during the continuance of an Event of Default, each Grantor shall cause the Security Collateral to be registered in the name of the Agent or such of its nominees as the Agent shall direct, subject only to the revocable rights specified in Section 12(a). In addition, the Agent shall have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets credited to any securities account or the L/C Cash Deposit Account to Security Collateral consisting of financial assets held directly by the Agent, and to convert Security Collateral consisting of financial assets held directly by the Agent to Security Collateral consisting of financial assets credited to any securities or commodity account or the L/C Cash Deposit Account. (e) Upon the occurrence and during the continuance of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) Subject to the Intercreditor Agreement, all All certificates or instruments representing or evidencing Pledged Equity or Pledged Debt shall be promptly delivered (provided, that in the case of any such certificates or instruments owned by the Grantors as of the Effective Date, such certificates or instruments shall be delivered within 60 days following the Closing Date (except as otherwise specified on Schedule 5.01(m) of the Credit Agreement) or in each case prior to such later date as the Agent shall agree in its discretion) following the date of this Agreement to and held by or on behalf of the Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent except to the extent that such transfer or assignment is (x) prohibited by applicable law. With respect to any Pledged Equity existing on the Closing Date, the transfer law or assignment of which is (y) subject to (x) certain corporate actions by the holders of or issuers of Initial Pledged Equity issued by Foreign Subsidiaries which have not occurred as of the Closing Effective Date despite and governmental approvals or consents to pledge or transfer with respect to the Grantors’ issuers of Pledged Equity which have not yet been obtained as to which Grantor shall use of commercially reasonable efforts to cause such corporate actions to occur prior to the Closing Date or (y) governmental approvals or consents which have not been obtained complete as of the Closing Date despite the Grantors’ use of commercially reasonable efforts to cause such approvals or consents to be obtained prior to the Closing Date, the Grantors shall cause such corporate actions to occur or shall obtain such approvals or consents within 45 days soon as practicable after the Closing Date (or such later date as the Administrative Agent shall reasonably agree)hereof. (b) With respect to any Security Collateral representing interests in Subsidiaries in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will use commercially reasonable efforts (or in the case of a wholly-owned Subsidiary, take all actions necessary) to cause (i) the issuers issuer thereof to agree in an authenticated record with such Grantor and the Agent that, upon notice from the Agent that an Event of Default has occurred and is continuing, such issuer will comply with instructions with respect to such Security Collateral and (ii) any securities intermediary which is the holder of any such Security Collateral, to cause originated by the Agent to have and retain, subject to the Intercreditor Agreement, Control over without further consent of such Security Collateral. Without limiting the foregoingGrantor, such Grantor will, with respect authenticated record to any such Security Collateral held with a securities intermediary, use commercially reasonable efforts to cause such securities intermediary to enter into a control agreement with the Agent, be in form and substance reasonably satisfactory to the Agent, giving . Upon the request of the Agent Controlupon the occurrence and during the continuance of an Event of Default, subject to the Intercreditor Agreementeach Grantor will notify each issuer of Security Collateral as provided in Section 4(e) below. (c) With respect to any securities or commodity account and or futures account, any Security Collateral that constitutes a security entitlement (other than a security entitlement as to which the financial institution acting as Agent hereunder is not the securities intermediary, upon the request of the Agent upon the occurrence and during the continuance of an uncertificated security, which for the avoidance Event of doubt shall be subject to the preceding Section 4(b)), within 60 days after the Closing Date (or such later date as the Administrative Agent shall reasonably agree), Default the relevant Grantor will use its commercially reasonable efforts to cause the securities intermediary with respect to such security or commodity or futures account or security entitlement to identify in its records the Agent as the entitlement holder thereof or enter into a control agreement with the Agent, in form and substance reasonably satisfactory to the Agent, giving the Agent Control, subject to the Intercreditor Agreementthereof. (d) Subject to Upon the Intercreditor Agreement and request of the Agent upon the occurrence and during the continuance of an Event of Default, each Grantor shall cause the Security Collateral to be registered in the name of the Agent or such of its nominees as the Agent shall direct, subject only to the revocable rights specified in Section 12(a). In addition, the Agent shall have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets credited to any securities account or the L/C Cash Deposit Account to Security Collateral consisting of financial assets held directly by the Agent, and to convert Security Collateral consisting of financial assets held directly by the Agent to Security Collateral consisting of financial assets credited to any securities or commodity account or the L/C Cash Deposit Accountfutures account. (e) Upon the request of the Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) Subject to the Intercreditor Agreement, all All certificates or instruments representing or evidencing Pledged Equity or Pledged Debt shall be promptly delivered (provided, that in the case of any such certificates or instruments owned by the Grantors as of the Effective Date, such certificates or instruments shall be delivered within 30 days following the Closing Date (except as otherwise specified on Schedule 5.01(m) of the Credit Agreement) or in each case prior to such later date as the Agent shall agree in its discretion) following the date of this Agreement, without further order from the Bankruptcy Court, to and held by or on behalf of the Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent except to the extent that such transfer or assignment is (x) prohibited by applicable law. With respect to , including the Bankruptcy Code or any Pledged Equity existing on Order of the Closing Date, Bankruptcy Court entered in connection with the transfer Cases or assignment of which is (y) subject to (x) certain corporate actions by the holders of or issuers of non-US Initial Pledged Equity issued by Foreign Subsidiaries which have not occurred as of the Closing Effective Date despite and governmental approvals or consents to pledge or transfer with respect to the Grantors’ issuers of non-US Pledged Equity which have not yet been obtained as to which Grantor shall, to the extent permitted by and in accordance with the Interim Order (and when applicable, the Final Order) and without further notice from the Bankruptcy Court, use of commercially reasonable efforts to cause such corporate actions to occur prior to the Closing Date or (y) governmental approvals or consents which have not been obtained complete as of the Closing Date despite the Grantors’ use of commercially reasonable efforts to cause such approvals or consents to be obtained prior to the Closing Date, the Grantors shall cause such corporate actions to occur or shall obtain such approvals or consents within 45 days soon as practicable after the Closing Date (or such later date as the Administrative Agent shall reasonably agree)hereof. (ba) With respect to any Security Collateral representing interests in Subsidiaries in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will use commercially reasonable efforts (or in the case of a wholly-owned Subsidiary, take all actions necessary) to cause (i) the issuers of such Security Collateral and (ii) any securities intermediary which is the holder of any such Security Collateralwill, to cause the Agent to have extent permitted by and retainin accordance with the Interim Order (and when applicable, subject to the Intercreditor Agreement, Control over such Security Collateral. Without limiting Final Order) and without further order from the foregoing, such Grantor will, with respect to any such Security Collateral held with a securities intermediaryBankruptcy Court, use commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record with such securities intermediary Grantor and the Agent that, upon notice from the Agent that an Event of Default has occurred and is continuing, such issuer will comply with instructions with respect to enter into a control agreement with such security originated by the AgentAgent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Agent, giving . Upon the request of the Agent Controlupon the occurrence and during the continuance of an Event of Default, subject to the Intercreditor Agreementeach Grantor will notify each issuer of other Security Collateral as provided in Section 4(e) below. (cb) With respect to any securities or commodity account and account, any Security Collateral that constitutes a security entitlement (other than a security entitlement as to which the financial institution acting as Agent hereunder is not the securities intermediary, upon the request of the Agent upon the occurrence and during the continuance of an uncertificated security, which for the avoidance Event of doubt shall be subject to the preceding Section 4(b)), within 60 days after the Closing Date (or such later date as the Administrative Agent shall reasonably agree), Default the relevant Grantor will will, to the extent permitted by and in accordance with the Interim Order (and when applicable, the Final Order) and without further order from the Bankruptcy Court, use its commercially reasonable efforts to cause the securities intermediary with respect to such security or commodity account or security entitlement to identify in its records the Agent as the entitlement holder thereof or enter into a control agreement with the Agent, in form and substance reasonably satisfactory to the Agent, giving the Agent Control, subject to the Intercreditor Agreementthereof. (dc) Subject to Upon the Intercreditor Agreement and request of the Agent upon the occurrence and during the continuance of an Event of Default, each Grantor shall shall, to the extent permitted by and in accordance with the Interim Order (and when applicable, the Final Order) and without further order from the Bankruptcy Court, cause the Security Collateral to be registered in the name of the Agent or such of its nominees as the Agent shall direct, subject only to the revocable rights specified in Section 12(a). In addition, the Agent shall shall, to the extent permitted by and in accordance with the Interim Order (and when applicable, the Final Order) and without further order from the Bankruptcy Court, have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets credited to any securities account or the L/C Cash Deposit Account to Security Collateral consisting of financial assets held directly by the Agent, and to convert Security Collateral consisting of financial assets held directly by the Agent to Security Collateral consisting of financial assets credited to any securities or commodity account or the L/C Cash Deposit Account. (ed) Upon the request of the Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will will, to the extent permitted by and in accordance with the Interim Order (and when applicable, the Final Order) and without further order from the Bankruptcy Court, notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) Subject to the Intercreditor Agreement, all All certificates or instruments representing or evidencing Pledged Equity or Pledged Debt shall be promptly delivered following the date of this Agreement, without further order from the Bankruptcy Court, to and be held by or on behalf of the Agent pursuant hereto and the Intercreditor Agreement, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent except to the extent that such transfer or assignment is (x) prohibited by applicable law. With respect to , including the Bankruptcy Code or any Pledged Equity existing on Order of the Closing Date, Bankruptcy Court entered in connection with the transfer Cases or assignment of which is (y) subject to (x) certain corporate actions by the holders of or issuers of non-US Initial Pledged Equity issued by Foreign Subsidiaries which have not occurred as of the Closing Effective Date despite and governmental approvals or consents to pledge or transfer with respect to the Grantors’ issuers of non-US Pledged Equity which have not yet been obtained as to which Grantor shall, to the extent permitted by and in accordance with the Orders and without further notice from the Bankruptcy Court, use of commercially reasonable efforts to cause such corporate actions to occur prior to the Closing Date or (y) governmental approvals or consents which have not been obtained complete as of the Closing Date despite the Grantors’ use of commercially reasonable efforts to cause such approvals or consents to be obtained prior to the Closing Date, the Grantors shall cause such corporate actions to occur or shall obtain such approvals or consents within 45 days soon as practicable after the Closing Date (or such later date as the Administrative Agent shall reasonably agree)hereof. (b) With respect to any Security Collateral representing interests in Subsidiaries in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will use commercially reasonable efforts (or in the case of a wholly-owned Subsidiary, take all actions necessary) to cause (i) the issuers of such Security Collateral and (ii) any securities intermediary which is the holder of any such Security Collateralwill, to cause the Agent to have extent permitted by and retain, subject to in accordance with the Intercreditor Agreement, Control over such Security Collateral. Without limiting Orders and without further order from the foregoing, such Grantor will, with respect to any such Security Collateral held with a securities intermediaryBankruptcy Court, use commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record with such securities intermediary Grantor and the Agent that upon notice from the Agent that an Event of Default has occurred and is continuing, such issuer will comply with instructions with respect to enter into a control agreement with such security originated by the AgentAgent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Agent, giving . Upon the request of the Agent Controlupon the occurrence and during the continuance of an Event of Default, subject to the Intercreditor Agreementeach Grantor will notify each issuer of other Security Collateral as provided in Section 4(e) below. (c) With respect to any securities or commodity account and account, any Security Collateral that constitutes a security entitlement (other than a security entitlement as to which the financial institution acting as Agent hereunder is not the securities intermediary, upon the request of the Agent upon the occurrence and during the continuance of an uncertificated security, which for the avoidance Event of doubt shall be subject to the preceding Section 4(b)), within 60 days after the Closing Date (or such later date as the Administrative Agent shall reasonably agree), Default the relevant Grantor will will, to the extent permitted by and in accordance with the Orders and without further order from the Bankruptcy Court, use its commercially reasonable efforts to cause the securities intermediary with respect to such security or commodity account or security entitlement to identify in its records the Agent as the entitlement holder thereof or enter into a control agreement with the Agent, in form and substance reasonably satisfactory to the Agent, giving the Agent Control, subject to the Intercreditor Agreementthereof. (d) Subject to Upon the Intercreditor Agreement and upon the occurrence and during the continuance of an Event of Default, each Grantor shall cause the Security Collateral to be registered in the name request of the Agent or such of its nominees as the Agent shall direct, subject only to the revocable rights specified in Section 12(a). In addition, the Agent shall have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets credited to any securities account or the L/C Cash Deposit Account to Security Collateral consisting of financial assets held directly by the Agent, and to convert Security Collateral consisting of financial assets held directly by the Agent to Security Collateral consisting of financial assets credited to any securities or commodity account or the L/C Cash Deposit Account. (e) Upon the occurrence and during the continuance of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject shall, to the security interest granted hereunder.extent permitted by and in

Delivery and Control of Security Collateral. (a) Subject to the Intercreditor Agreement, all All certificates or instruments representing or evidencing Pledged Equity or Pledged Debt shall be promptly delivered following the date of this Agreement, without further order from the Bankruptcy Court, to and be held by or on behalf of the Agent pursuant hereto and the Intercreditor Agreement and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent except to the extent that such transfer or assignment is (x) prohibited by applicable law. With respect to , including the Bankruptcy Code or any Pledged Equity existing on Order of the Closing Date, Bankruptcy Court entered in connection with the transfer Cases or assignment of which is (y) subject to (x) certain corporate actions by the holders of or issuers of non-U.S. Initial Pledged Equity issued by Foreign Subsidiaries which have not occurred as of the Closing Effective Date despite and governmental approvals or consents to pledge or transfer with respect to the Grantors’ issuers of non-U.S. Pledged Equity which have not yet been obtained as to which Grantor shall, to the extent permitted by and in accordance with the DIP Order and without further notice from the Bankruptcy Court, use of commercially reasonable efforts to cause such corporate actions to occur prior to the Closing Date or (y) governmental approvals or consents which have not been obtained complete as of the Closing Date despite the Grantors’ use of commercially reasonable efforts to cause such approvals or consents to be obtained prior to the Closing Date, the Grantors shall cause such corporate actions to occur or shall obtain such approvals or consents within 45 days soon as practicable after the Closing Date (or such later date as the Administrative Agent shall reasonably agree)hereof. (b) With respect to any Security Collateral representing interests in Subsidiaries in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will use commercially reasonable efforts (or in the case of a wholly-owned Subsidiary, take all actions necessary) to cause (i) the issuers of such Security Collateral and (ii) any securities intermediary which is the holder of any such Security Collateralwill, to cause the Agent to have extent permitted by and retain, subject to in accordance with the Intercreditor Agreement, Control over such Security Collateral. Without limiting DIP Order and without further order from the foregoing, such Grantor will, with respect to any such Security Collateral held with a securities intermediaryBankruptcy Court, use commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record with such securities intermediary Grantor and the Agent that upon notice from the Agent that an Event of Default has occurred and is continuing, such issuer will comply with instructions with respect to enter into a control agreement with such security originated by the AgentAgent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Agent, giving . Upon the request of the Agent Controlupon the occurrence and during the continuance of an Event of Default, subject to the Intercreditor Agreementeach Grantor will notify each issuer of other Security Collateral as provided in Section 4(e) below. (c) With respect to any securities or commodity account and account, any Security Collateral that constitutes a security entitlement (other than a security entitlement as to which the financial institution acting as Agent hereunder is not the securities intermediary, upon the request of the Agent upon the occurrence and during the continuance of an uncertificated security, which for the avoidance Event of doubt shall be subject to the preceding Section 4(b)), within 60 days after the Closing Date (or such later date as the Administrative Agent shall reasonably agree), Default the relevant Grantor will will, to the extent permitted by and in accordance with the DIP Order and without further order from the Bankruptcy Court, use its commercially reasonable efforts to cause the securities intermediary with respect to such security or commodity account or security entitlement to identify in its records the Agent as the entitlement holder thereof or enter into a control agreement with the Agent, in form and substance reasonably satisfactory to the Agent, giving the Agent Control, subject to the Intercreditor Agreementthereof. (d) Subject to Upon the Intercreditor Agreement and request of the Agent upon the occurrence and during the continuance of an Event of Default, each Grantor shall shall, to the extent permitted by and in accordance with the DIP Order and without further order from the Bankruptcy Court, cause the Security Collateral to be registered in the name of the Agent or such of its nominees as the Agent shall direct, subject only to the revocable rights specified in Section 12(a). In addition, the Agent shall shall, to the extent permitted by and in accordance with the DIP Order and without further order from the Bankruptcy Court, have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets credited to any securities account or the L/C Cash Deposit Account to Security Collateral consisting of financial assets held directly by the Agent, and to convert Security Collateral consisting of financial assets held directly by the Agent to Security Collateral consisting of financial assets credited to any securities or commodity account or the L/C Cash Deposit Accountaccount. (e) Upon the request of the Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will will, to the extent permitted by and in accordance with the DIP Order and without further order from the Bankruptcy Court, notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (ai) Subject to the Intercreditor Agreement, all All certificates or instruments representing or evidencing Pledged Equity or Pledged Debt shall be promptly delivered following the date of this Agreement, without further order from the Bankruptcy Court, to and be held by or on behalf of the Agent pursuant hereto and the Intercreditor Agreement, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent except to the extent that such transfer or assignment is (x) prohibited by applicable law. With respect to , including the Bankruptcy Code or any Pledged Equity existing on Order of the Closing Date, Bankruptcy Court entered in connection with the transfer Cases or assignment of which is (y) subject to (x) certain corporate actions by the holders of or issuers of non-US Initial Pledged Equity issued by Foreign Subsidiaries which have not occurred as of the Closing Effective Date despite and governmental approvals or consents to pledge or transfer with respect to the Grantors’ issuers of non-US Pledged Equity which have not yet been obtained as to which Grantor shall, to the extent permitted by and in accordance with the Orders and without further notice from the Bankruptcy Court, use of commercially reasonable efforts to cause such corporate actions to occur prior to the Closing Date or (y) governmental approvals or consents which have not been obtained complete as of the Closing Date despite the Grantors’ use of commercially reasonable efforts to cause such approvals or consents to be obtained prior to the Closing Date, the Grantors shall cause such corporate actions to occur or shall obtain such approvals or consents within 45 days soon as practicable after the Closing Date (or such later date as the Administrative Agent shall reasonably agree)hereof. (ba) With respect to any Security Collateral representing interests in Subsidiaries in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will use commercially reasonable efforts (or in the case of a wholly-owned Subsidiary, take all actions necessary) to cause (i) the issuers of such Security Collateral and (ii) any securities intermediary which is the holder of any such Security Collateralwill, to cause the Agent to have extent permitted by and retain, subject to in accordance with the Intercreditor Agreement, Control over such Security Collateral. Without limiting Orders and without further order from the foregoing, such Grantor will, with respect to any such Security Collateral held with a securities intermediaryBankruptcy Court, use commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record with such securities intermediary Grantor and the Agent that upon notice from the Agent that an Event of Default has occurred and is continuing, such issuer will comply with instructions with respect to enter into a control agreement with such security originated by the AgentAgent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Agent, giving . Upon the request of the Agent Controlupon the occurrence and during the continuance of an Event of Default, subject to the Intercreditor Agreementeach Grantor will notify each issuer of other Security Collateral as provided in Section 4(e) below. (cb) With respect to any securities or commodity account and account, any Security Collateral that constitutes a security entitlement (other than a security entitlement as to which the financial institution acting as Agent hereunder is not the securities intermediary, upon the request of the Agent upon the occurrence and during the continuance of an uncertificated security, which for the avoidance Event of doubt shall be subject to the preceding Section 4(b)), within 60 days after the Closing Date (or such later date as the Administrative Agent shall reasonably agree), Default the relevant Grantor will will, to the extent permitted by and in accordance with the Orders and without further order from the Bankruptcy Court, use its commercially reasonable efforts to cause the securities intermediary with respect to such security or commodity account or security entitlement to identify in its records the Agent as the entitlement holder thereof or enter into a control agreement with the Agent, in form and substance reasonably satisfactory to the Agent, giving the Agent Control, subject to the Intercreditor Agreementthereof. (dc) Subject to Upon the Intercreditor Agreement and request of the Agent upon the occurrence and during the continuance of an Event of Default, Default each Grantor shall shall, to the extent permitted by and in accordance with the Orders and without further order from the Bankruptcy Court, cause the Security Collateral to be registered in the name of the Agent or such of its nominees as the Agent shall direct, subject only to the revocable rights specified in Section 12(a). In addition, the Agent shall shall, to the extent permitted by and in accordance with the Orders and without further order from the Bankruptcy Court and have the right, upon the occurrence and during the continuance of an Event of Default, to convert Security Collateral consisting of financial assets credited to any securities account to Security Collateral consisting of financial assets held directly by the Agent, and to convert Security Collateral consisting of financial assets held directly by the Agent to Security Collateral consisting of financial assets credited to any securities or commodity account. In addition, the Agent shall, to the extent permitted by and in accordance with the Orders and without further order from the Bankruptcy Court have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets credited to any securities account or the L/C Cash Deposit Account to Security Collateral consisting of financial assets held directly by the Agent, and to convert Security Collateral consisting of financial assets held directly by the Agent to Security Collateral consisting of financial assets credited to any securities or commodity account or the L/C Cash Deposit Account. (ed) Upon the request of the Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will will, to the extent permitted by and in accordance with the Orders and without further order from the Bankruptcy Court, notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) Subject to the Intercreditor Agreement, all All certificates or instruments representing or evidencing Pledged Equity or Pledged Debt existing Security Collateral shall be promptly delivered to and held by or on behalf of the Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent except to the extent that such transfer or assignment is (x) prohibited by applicable law. With respect law or (y) subject (b) to any Pledged Equity existing on the Closing Date, the transfer or assignment of which is subject to (x) certain corporate actions by the holders of or issuers of non-US Initial Pledged Equity issued by Foreign Subsidiaries which have not occurred as of the Closing Effective Date despite the Grantors’ and governmental approvals or consents to pledge or transfer with respect to non-US Material Subsidiaries which have not yet been obtained as to which Grantor shall use of commercially reasonable efforts to cause such corporate actions to occur prior to the Closing Date or (y) governmental approvals or consents which have not been obtained complete as of the Closing Date despite the Grantors’ use of commercially reasonable efforts to cause such approvals or consents to be obtained prior to the Closing Date, the Grantors shall cause such corporate actions to occur or shall obtain such approvals or consents within 45 days soon as practicable after the Closing Date (or such later date as the Administrative Agent shall reasonably agree)hereof. (bc) With respect to any Security Collateral representing interests in Material Subsidiaries in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will use commercially reasonable efforts (or in the case of a wholly-owned Subsidiary, take all actions necessary) to cause (i) the issuers issuer thereof to agree in an authenticated record with such Grantor and the Agent that, upon notice from the Agent that an Event of Default has occurred and is continuing, such issuer will comply with instructions with respect to such Security Collateral and (ii) any securities intermediary which is the holder of any such Security Collateral, to cause originated by the Agent to have and retain, subject to the Intercreditor Agreement, Control over without further consent of such Security Collateral. Without limiting the foregoingGrantor, such Grantor will, with respect authenticated record to any such Security Collateral held with a securities intermediary, use commercially reasonable efforts to cause such securities intermediary to enter into a control agreement with the Agent, be in form and substance reasonably satisfactory to the Agent, giving . Upon the request of the Agent Controlupon the occurrence and during the continuance of an Event of Default, subject to the Intercreditor Agreementeach Grantor will notify each issuer of certificated Security Collateral as provided in Section 4(e) below. (cd) With respect to any securities or commodity account and or futures account, any Security Collateral that constitutes a security entitlement (other than a security entitlement as to which the financial institution acting as Agent hereunder is not the securities intermediary, upon the request of the Agent upon the occurrence and during the continuance of an uncertificated security, which for the avoidance Event of doubt shall be subject to the preceding Section 4(b)), within 60 days after the Closing Date (or such later date as the Administrative Agent shall reasonably agree), Default the relevant Grantor will use its commercially reasonable efforts to cause the securities intermediary with respect to such security or commodity or futures account or security entitlement to identify in its records the Agent as the entitlement holder thereof or enter into a control agreement with the Agent, in form and substance reasonably satisfactory to the Agent, giving the Agent Control, subject to the Intercreditor Agreementthereof. (de) Subject to Upon the Intercreditor Agreement and request of the Agent upon the occurrence and during the continuance of an Event of Default, each Grantor shall cause the Security Collateral to be registered in the name of the Agent or such of its nominees as the Agent shall direct, subject only to the revocable rights specified in Section 12(a). In addition, the Agent shall have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets credited to any securities account or the L/C Cash Deposit Account to Security Collateral consisting of financial assets held directly by the Agent, and to convert Security Collateral consisting of financial assets held directly by the Agent to Security Collateral consisting of financial assets credited to any securities or commodity account or the L/C Cash Deposit Accountfutures account. (ef) Upon the request of the Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder. (g) MAINTAINING THE ACCOUNT COLLATERAL So long as any Advance or any other payment obligation of any Loan Party of which the Borrower has notice under any Loan Document shall remain unpaid, or any Lender shall have any Commitment: (h) Upon request of the Agent made upon the occurrence and during the continuance of an Event of Default, each Grantor will promptly enter into an agreement with the financial institution holding the Pledged Account pursuant to which such financial institution shall agree with such Grantor and the Agent to, upon notice from the Agent, comply with instructions originated by the Agent directing the disposition of funds in such deposit account without the further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Agent (a "Deposit Account Control Agreement"), and instruct each Person obligated at any time to make any payment to such Grantor for any reason (an "Obligor") to make such payment to such a Pledged Deposit Account. (i) Upon notice from the Agent that an Event of Default has occurred and is continuing, each Grantor agrees to terminate any or all Pledged Deposit Accounts and Deposit Account Control Agreements upon request by the Agent. (j) The Agent may, at any time and without notice to, or consent from, the Grantor, transfer, or direct the transfer of, funds from the Pledged Deposit Accounts to satisfy the Grantor's obligations under the Loan Documents if an Event of Default shall have occurred and be continuing. As soon as reasonably practicable after any such transfer, the Agent agrees to give written notice thereof to the applicable Grantor.

Delivery and Control of Security Collateral. (a) Subject to the Intercreditor AgreementAgreements, all certificates or instruments representing or evidencing Pledged Equity or Pledged Debt shall be promptly delivered to and held by or on behalf of the Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent except to the extent that such transfer or assignment is prohibited by applicable law. With respect to any Pledged Equity existing on the Closing Date, the transfer or assignment of which is subject to (x) certain corporate actions by the holders of or issuers of Initial Pledged Equity issued by Foreign Subsidiaries which have not occurred as of the Closing Date despite the Grantors’ use of commercially reasonable efforts to cause such corporate actions to occur prior to the Closing Date or (y) governmental approvals or consents which have not been obtained as of the Closing Date despite the Grantors’ use of commercially reasonable efforts to cause such approvals or consents to be obtained prior to the Closing Date, the Grantors shall cause such corporate actions to occur or shall obtain such approvals or consents within 45 days after the Closing Date (or such later date as the Administrative Agent shall reasonably agree). (b) With respect to any Security Collateral representing interests in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will use commercially reasonable efforts (or in the case of a wholly-owned Subsidiary, take all actions necessary) to cause (i) the issuers of such Security Collateral and (ii) any securities intermediary which is the holder of any such Security Collateral, to cause the Agent to have and retain, subject to the Intercreditor AgreementAgreements, Control over such Security Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Security Collateral held with a securities intermediary, use commercially reasonable efforts to cause such securities intermediary to enter into a control agreement with the Agent, in form and substance reasonably satisfactory to the Agent, giving the Agent Control, subject to the Intercreditor AgreementAgreements. (c) With respect to any securities or commodity account and any Security Collateral that constitutes a security entitlement (other than a security entitlement which is an uncertificated security, which for the avoidance of doubt shall be subject to the preceding Section 4(b)), within 60 days after the Closing Date (or such later date as the Administrative Agent shall reasonably agree), the relevant Grantor will cause the securities intermediary with respect to such security or commodity account or security entitlement to identify in its records the Agent as the entitlement holder thereof or enter into a control agreement with the Agent, in form and substance reasonably satisfactory to the Agent, giving the Agent Control, subject to the Intercreditor AgreementAgreements. (d) Subject to the Intercreditor Agreement Agreements and upon the occurrence and during the continuance of an Event of Default, each Grantor shall cause the Security Collateral to be registered in the name of the Agent or such of its nominees as the Agent shall direct, subject only to the revocable rights specified in Section 12(a). In addition, the Agent shall have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets credited to any securities account or the L/C Cash Deposit ▇ ▇▇▇▇ Collateral Account to Security Collateral consisting of financial assets held directly by the Agent, and to convert Security Collateral consisting of financial assets held directly by the Agent to Security Collateral consisting of financial assets credited to any securities or commodity account or the L/C Cash Deposit ▇ ▇▇▇▇ Collateral Account. (e) Upon the occurrence and during the continuance of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) Subject to the Intercreditor Agreement, all All certificates or instruments representing or evidencing Pledged Equity or Pledged Debt existing Security Collateral shall be promptly delivered to and held by or on behalf of the Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent except to the extent that such transfer or assignment is (x) prohibited by applicable law. With respect to any Pledged Equity existing on the Closing Date, the transfer law or assignment of which is (y) subject to (x) certain corporate actions by the holders of or issuers of non-US Initial Pledged Equity issued by Foreign Subsidiaries which have not occurred as of the Closing Effective Date despite the Grantors’ and governmental approvals or consents to pledge or transfer with respect to non-US Material Subsidiaries which have not yet been obtained as to which Grantor shall use of commercially reasonable efforts to cause such corporate actions to occur prior to the Closing Date or (y) governmental approvals or consents which have not been obtained complete as of the Closing Date despite the Grantors’ use of commercially reasonable efforts to cause such approvals or consents to be obtained prior to the Closing Date, the Grantors shall cause such corporate actions to occur or shall obtain such approvals or consents within 45 days soon as practicable after the Closing Date (or such later date as the Administrative Agent shall reasonably agree)hereof. (b) With respect to any Security Collateral representing interests in Material Subsidiaries in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will use commercially reasonable efforts (or in the case of a wholly-owned Subsidiary, take all actions necessary) to cause (i) the issuers issuer thereof to agree in an authenticated record with such Grantor and the Agent that, upon notice from the Agent that an Event of Default has occurred and is continuing, such issuer will comply with instructions with respect to such Security Collateral and (ii) any securities intermediary which is the holder of any such Security Collateral, to cause originated by the Agent to have and retain, subject to the Intercreditor Agreement, Control over without further consent of such Security Collateral. Without limiting the foregoingGrantor, such Grantor will, with respect authenticated record to any such Security Collateral held with a securities intermediary, use commercially reasonable efforts to cause such securities intermediary to enter into a control agreement with the Agent, be in form and substance reasonably satisfactory to the Agent, giving . Upon the request of the Agent Controlupon the occurrence and during the continuance of an Event of Default, subject to the Intercreditor Agreementeach Grantor will notify each issuer of certificated Security Collateral as provided in Section 4(e) below. (c) With respect to any securities or commodity account and account, any Security Collateral that constitutes a security entitlement (other than a security entitlement as to which the financial institution acting as Agent hereunder is not the securities intermediary, upon the request of the Agent upon the occurrence and during the continuance of an uncertificated security, which for the avoidance Event of doubt shall be subject to the preceding Section 4(b)), within 60 days after the Closing Date (or such later date as the Administrative Agent shall reasonably agree), Default the relevant Grantor will use its commercially reasonable efforts to cause the securities intermediary with respect to such security or commodity account or security entitlement to identify in its records the Agent as the entitlement holder thereof or enter into a control agreement with the Agent, in form and substance reasonably satisfactory to the Agent, giving the Agent Control, subject to the Intercreditor Agreementthereof. (d) Subject to Upon the Intercreditor Agreement and request of the Agent upon the occurrence and during the continuance of an Event of Default, each Grantor shall cause the Security Collateral to be registered in the name of the Agent or such of its nominees as the Agent shall direct, subject only to the revocable rights specified in Section 12(a). In addition, the Agent shall have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets credited to any securities account or the L/C Cash Deposit Account to Security Collateral consisting of financial assets held directly by the Agent, and to convert Security Collateral consisting of financial assets held directly by the Agent to Security Collateral consisting of financial assets credited to any securities or commodity account or the L/C Cash Deposit Accountaccount. (e) Upon the request of the Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) Subject to the Intercreditor Agreement, all All certificates or instruments representing or evidencing Pledged Equity or Pledged Debt shall be promptly delivered following the date of this Agreement, without further order from the Bankruptcy Court, to and be held by or on behalf of the Agent pursuant hereto and the Intercreditor Agreement, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent except to the extent that such transfer or assignment is (x) prohibited by applicable law. With respect to , including the Bankruptcy Code or any Pledged Equity existing on Order of the Closing Date, Bankruptcy Court entered in connection with the transfer Cases or assignment of which is (y) subject to (x) certain corporate actions by the holders of or issuers of non-US Initial Pledged Equity issued by Foreign Subsidiaries which have not occurred as of the Closing Effective Date despite and governmental approvals or consents to pledge or transfer with respect to the Grantors’ issuers of non-US Pledged Equity which have not yet been obtained as to which Grantor shall, to the extent permitted by and in accordance with the Orders and without further notice from the Bankruptcy Court, use of commercially reasonable efforts to cause such corporate actions to occur prior to the Closing Date or (y) governmental approvals or consents which have not been obtained complete as of the Closing Date despite the Grantors’ use of commercially reasonable efforts to cause such approvals or consents to be obtained prior to the Closing Date, the Grantors shall cause such corporate actions to occur or shall obtain such approvals or consents within 45 days soon as practicable after the Closing Date (or such later date as the Administrative Agent shall reasonably agree)hereof. (b) With respect to any Security Collateral representing interests in Subsidiaries in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will use commercially reasonable efforts (or in the case of a wholly-owned Subsidiary, take all actions necessary) to cause (i) the issuers of such Security Collateral and (ii) any securities intermediary which is the holder of any such Security Collateralwill, to cause the Agent to have extent permitted by and retain, subject to in accordance with the Intercreditor Agreement, Control over such Security Collateral. Without limiting Orders and without further order from the foregoing, such Grantor will, with respect to any such Security Collateral held with a securities intermediaryBankruptcy Court, use commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record with such securities intermediary Grantor and the Agent that upon notice from the Agent that an Event of Default has occurred and is continuing, such issuer will comply with instructions with respect to enter into a control agreement with such security originated by the AgentAgent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Agent, giving . Upon the request of the Agent Controlupon the occurrence and during the continuance of an Event of Default, subject to the Intercreditor Agreementeach Grantor will notify each issuer of other Security Collateral as provided in Section 4(e) below. (c) With respect to any securities or commodity account and account, any Security Collateral that constitutes a security entitlement (other than a security entitlement as to which the financial institution acting as Agent hereunder is not the securities intermediary, upon the request of the Agent upon the occurrence and during the continuance of an uncertificated security, which for the avoidance Event of doubt shall be subject to the preceding Section 4(b)), within 60 days after the Closing Date (or such later date as the Administrative Agent shall reasonably agree), Default the relevant Grantor will will, to the extent permitted by and in accordance with the Orders and without further order from the Bankruptcy Court, use its commercially reasonable efforts to cause the securities intermediary with respect to such security or commodity account or security entitlement to identify in its records the Agent as the entitlement holder thereof or enter into a control agreement with the Agent, in form and substance reasonably satisfactory to the Agent, giving the Agent Control, subject to the Intercreditor Agreementthereof. (d) Subject to Upon the Intercreditor Agreement and request of the Agent upon the occurrence and during the continuance of an Event of Default, Default each Grantor shall shall, to the extent permitted by and in accordance with the Orders and without further order from the Bankruptcy Court, cause the Security Collateral to be registered in the name of the Agent or such of its nominees as the Agent shall direct, subject only to the revocable rights specified in Section 12(a). In addition, the Agent shall shall, to the extent permitted by and in accordance with the Orders and without further order from the Bankruptcy Court and have the right, upon the occurrence and during the continuance of an Event of Default, to convert Security Collateral consisting of financial assets credited to any securities account to Security Collateral consisting of financial assets held directly by the Agent, and to convert Security Collateral consisting of financial assets held directly by the Agent to Security Collateral consisting of financial assets credited to any securities or commodity account. In addition, the Agent shall, to the extent permitted by and in accordance with the Orders and without further order from the Bankruptcy Court have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets credited to any securities account or the L/C Cash Deposit Account to Security Collateral consisting of financial assets held directly by the Agent, and to convert Security Collateral consisting of financial assets held directly by the Agent to Security Collateral consisting of financial assets credited to any securities or commodity account or the L/C Cash Deposit Account. (e) Upon the request of the Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will will, to the extent permitted by and in accordance with the Orders and without further order from the Bankruptcy Court, notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) Subject to the Intercreditor Agreement, all All certificates or instruments representing or evidencing Pledged Equity or Pledged Debt shall be promptly delivered (provided, that in the case of any such certificates or instruments owned by the Grantors as of the Effective Date, such certificates or instruments shall be delivered within 30 days following the Closing Date (except as otherwise specified on Schedule 5.01(m) of the Credit Agreement) or in each case prior to such later date as the Agent shall agree in its discretion) following the date of this Agreement, without further order from the Bankruptcy Court, to and held by or on behalf of the Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent except to the extent that such transfer or assignment is (x) prohibited by applicable law. With respect to , including the Bankruptcy Code or any Pledged Equity existing on Order of the Closing Date, Bankruptcy Court entered in connection with the transfer Cases or assignment of which is (y) subject to (x) certain corporate actions by the holders of or issuers of non-US Initial Pledged Equity issued by Foreign Subsidiaries which have not occurred as of the Closing Effective Date despite and governmental approvals or consents to pledge or transfer with respect to the Grantors’ issuers of non-US Pledged Equity which have not yet been obtained as to which Grantor shall, to the extent permitted by and in accordance with the Interim Order (and when applicable, the Final Order) and without further notice from the Bankruptcy Court, use of commercially reasonable efforts to cause such corporate actions to occur prior to the Closing Date or (y) governmental approvals or consents which have not been obtained complete as of the Closing Date despite the Grantors’ use of commercially reasonable efforts to cause such approvals or consents to be obtained prior to the Closing Date, the Grantors shall cause such corporate actions to occur or shall obtain such approvals or consents within 45 days soon as practicable after the Closing Date (or such later date as the Administrative Agent shall reasonably agree)hereof. (b) With respect to any Security Collateral representing interests in Subsidiaries in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will use commercially reasonable efforts (or in the case of a wholly-owned Subsidiary, take all actions necessary) to cause (i) the issuers of such Security Collateral and (ii) any securities intermediary which is the holder of any such Security Collateralwill, to cause the Agent to have extent permitted by and retainin accordance with the Interim Order (and when applicable, subject to the Intercreditor Agreement, Control over such Security Collateral. Without limiting Final Order) and without further order from the foregoing, such Grantor will, with respect to any such Security Collateral held with a securities intermediaryBankruptcy Court, use commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record with such securities intermediary Grantor and the Agent that, upon notice from the Agent that an Event of Default has occurred and is continuing, such issuer will comply with instructions with respect to enter into a control agreement with such security originated by the AgentAgent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Agent, giving . Upon the request of the Agent Controlupon the occurrence and during the continuance of an Event of Default, subject to the Intercreditor Agreementeach Grantor will notify each issuer of other Security Collateral as provided in Section 4(e) below. (c) With respect to any securities or commodity account and account, any Security Collateral that constitutes a security entitlement (other than a security entitlement as to which the financial institution acting as Agent hereunder is not the securities intermediary, upon the request of the Agent upon the occurrence and during the continuance of an uncertificated security, which for the avoidance Event of doubt shall be subject to the preceding Section 4(b)), within 60 days after the Closing Date (or such later date as the Administrative Agent shall reasonably agree), Default the relevant Grantor will will, to the extent permitted by and in accordance with the Interim Order (and when applicable, the Final Order) and without further order from the Bankruptcy Court, use its commercially reasonable efforts to cause the securities intermediary with respect to such security or commodity account or security entitlement to identify in its records the Agent as the entitlement holder thereof or enter into a control agreement with the Agent, in form and substance reasonably satisfactory to the Agent, giving the Agent Control, subject to the Intercreditor Agreementthereof. (d) Subject to Upon the Intercreditor Agreement and request of the Agent upon the occurrence and during the continuance of an Event of Default, each Grantor shall shall, to the extent permitted by and in accordance with the Interim Order (and when applicable, the Final Order) and without further order from the Bankruptcy Court, cause the Security Collateral to be registered in the name of the Agent or such of its nominees as the Agent shall direct, subject only to the revocable rights specified in Section 12(a). In addition, the Agent shall shall, to the extent permitted by and in accordance with the Interim Order (and when applicable, the Final Order) and without further order from the Bankruptcy Court, have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets credited to any securities account or the L/C Cash Deposit Account to Security Collateral consisting of financial assets held directly by the Agent, and to convert Security Collateral consisting of financial assets held directly by the Agent to Security Collateral consisting of financial assets credited to any securities or commodity account or the L/C Cash Deposit Account. (e) Upon the request of the Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will will, to the extent permitted by and in accordance with the Interim Order (and when applicable, the Final Order) and without further order from the Bankruptcy Court, notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) Subject to the Intercreditor Agreement, all All certificates or instruments representing or evidencing Pledged Equity or Pledged Debt shall be promptly delivered (provided, that in the case of any such certificates or instruments owned by the Grantors as of the Effective Date, such certificates or instruments shall be delivered within 60 days following the Closing Date (except as otherwise specified on Schedule 5.01(m) of the Credit Agreement) or in each case prior to such later date as the Agent shall agree in its discretion) following the date of this Agreement to and held by or on behalf of the Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent except to the extent that such transfer or assignment is (x) prohibited by applicable law. With respect to any Pledged Equity existing on the Closing Date, the transfer law or assignment of which is (y) subject to (x) certain corporate actions by the holders of or issuers of Initial Pledged Equity issued by Foreign Subsidiaries which have not occurred as of the Closing Effective Date despite and governmental approvals or consents to pledge or transfer with respect to the Grantors’ issuers of Pledged Equity which have not yet been obtained as to which Grantor shall use of commercially reasonable efforts to cause such corporate actions to occur prior to the Closing Date or (y) governmental approvals or consents which have not been obtained complete as of the Closing Date despite the Grantors’ use of commercially reasonable efforts to cause such approvals or consents to be obtained prior to the Closing Date, the Grantors shall cause such corporate actions to occur or shall obtain such approvals or consents within 45 days soon as practicable after the Closing Date (or such later date as the Administrative Agent shall reasonably agree)hereof. (b) With respect to any Security Collateral representing interests in Subsidiaries in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will use commercially reasonable efforts (or in the case of a wholly-owned Subsidiary, take all actions necessary) to cause (i) the issuers issuer thereof to agree in an authenticated record with such Grantor and the Agent that, upon notice from the Agent that an Event of Default has occurred and is continuing, such issuer will comply with instructions with respect to such Security Collateral and (ii) any securities intermediary which is the holder of any such Security Collateral, to cause originated by the Agent to have and retain, subject to the Intercreditor Agreement, Control over without further consent of such Security Collateral. Without limiting the foregoingGrantor, such Grantor will, with respect authenticated record to any such Security Collateral held with a securities intermediary, use commercially reasonable efforts to cause such securities intermediary to enter into a control agreement with the Agent, be in form and substance reasonably satisfactory to the Agent, giving . Upon the request of the Agent Controlupon the occurrence and during the continuance of an Event of Default, subject to the Intercreditor Agreementeach Grantor will notify each issuer of Security Collateral as provided in Section 4(e) below. (c) With respect to any securities or commodity account and or futures account, any Security Collateral that constitutes a security entitlement (other than a security entitlement as to which financial nstitution acting as Agent hereunder is not the securities intermediary, upon the request of the Agent upon the occurrence and during the continuance of an uncertificated security, which for the avoidance Event of doubt shall be subject to the preceding Section 4(b)), within 60 days after the Closing Date (or such later date as the Administrative Agent shall reasonably agree), Default the relevant Grantor will use its commercially reasonable efforts to cause the securities intermediary with respect to such security or commodity or futures account or security entitlement to identify in its records the Agent as the entitlement holder thereof or enter into a control agreement with the Agent, in form and substance reasonably satisfactory to the Agent, giving the Agent Control, subject to the Intercreditor Agreementthereof. (d) Subject to Upon the Intercreditor Agreement and request of the Agent upon the occurrence and during the continuance of an Event of Default, each Grantor shall cause the Security Collateral to be registered in the name of the Agent or such of its nominees as the Agent shall direct, subject only to the revocable rights specified in Section 12(a). In addition, the Agent shall have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets credited to any securities account or the L/C Cash Deposit Account to Security Collateral consisting of financial assets held directly by the Agent, and to convert Security Collateral consisting of financial assets held directly by the Agent to Security Collateral consisting of financial assets credited to any securities or commodity account or the L/C Cash Deposit Accountfutures account. (e) Upon the request of the Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) Subject to the Intercreditor Agreement, all All certificates or instruments representing or evidencing Pledged Equity or Pledged Debt shall be promptly delivered to and held by or on behalf of the Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent except to the extent that such transfer or assignment is (x) prohibited by applicable law. With respect to any Pledged Equity existing on the Closing Date, the transfer law or assignment of which is (y) subject to (x) certain corporate actions by the holders of or issuers of non-US Initial Pledged Equity issued by Foreign Subsidiaries which have not occurred as of the Closing Effective Date despite the Grantors’ use of commercially reasonable efforts to cause such corporate actions to occur prior to the Closing Date or (y) and governmental approvals or consents to pledge or transfer with respect to non-US Material Subsidiaries which have not yet been obtained as of the Closing Date despite the Grantors’ to which Grantor shall use of commercially reasonable efforts effects to cause such approvals or consents to be obtained prior to the Closing Date, the Grantors shall cause such corporate actions to occur or shall obtain such approvals or consents within 45 days complete as soon as practicable after the Closing Date (or such later date as the Administrative Agent shall reasonably agree)hereof. (b) With respect to any Security Collateral representing interests interest in Material Subsidiaries in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will use commercially reasonable efforts (or in the case of a wholly-owned Subsidiary, take all actions necessary) to cause (i) the issuers of such Security Collateral and (ii) any securities intermediary which is the holder of any such Security Collateral, to cause the issuer thereof to agree in an authenticated record with such Grantor and the Agent to have that, upon notice from the Agent that an Event of Default has occurred and retain, subject to the Intercreditor Agreement, Control over such Security Collateral. Without limiting the foregoingis continuing, such Grantor will, issuer will comply with instructions with respect to any such Security Collateral held with a securities intermediarysecurity originated by the Agent without further consent of such Grantor, use commercially reasonable efforts such authenticated record to cause such securities intermediary to enter into a control agreement with the Agent, be in form and substance reasonably satisfactory to the Agent, giving . Upon the request of the Agent Controlupon the occurrence and during the continuance of an Event of Default, subject to the Intercreditor Agreementeach Grantor will notify each issuer of other Security Collateral as provided in Section 4(e) below. (c) With respect to any securities or commodity account and account, any Security Collateral that constitutes a security entitlement (other than a security entitlement as to which the financial institution acting as Agent hereunder is not the securities intermediary, upon the request of the Agent upon the occurrence and during the continuance of an uncertificated security, which for the avoidance Event of doubt shall be subject to the preceding Section 4(b)), within 60 days after the Closing Date (or such later date as the Administrative Agent shall reasonably agree), Default the relevant Grantor will use its commercially reasonable efforts to cause the securities intermediary with respect to such security or commodity account or security entitlement to identify in its records the Agent as the entitlement holder thereof or enter into a control agreement with the Agent, in form and substance reasonably satisfactory to the Agent, giving the Agent Control, subject to the Intercreditor Agreementthereof. (d) Subject to Upon the Intercreditor Agreement and request of Agent upon the occurrence and during the continuance of an Event of Default, each Grantor shall cause the Security Collateral to be registered in the name of the Agent or such of its nominees as the Agent shall direct, subject only to the revocable rights specified in Section 12(a). In addition, the Agent shall have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets credited to any securities account or the L/C Cash Deposit Account to Security Collateral consisting of financial assets held directly by the Agent, and to convert Security Collateral consisting of financial assets held directly by the Agent to Security Collateral consisting of financial assets credited to any securities or commodity account or the L/C Cash Deposit Account. (e) Upon the request of the Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder.

Delivery and Control of Security Collateral. (a) Subject to the Intercreditor Agreement, all All certificates or instruments representing or evidencing Pledged Equity or Pledged Debt shall be promptly delivered to and held by or on behalf of the Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent except to the extent that such transfer or assignment is (x) prohibited by applicable law. With respect to any Pledged Equity existing on the Closing Date, the transfer law or assignment of which is (y) subject to (x) certain corporate actions by the holders of or issuers of non-US Initial Pledged Equity issued by Foreign Subsidiaries which have not occurred as of the Closing Effective Date despite the Grantors’ and governmental approvals or consents to pledge or transfer with respect to non-US Material Subsidiaries which have not yet been obtained as to which Grantor shall use of commercially reasonable efforts to cause such corporate actions to occur prior to the Closing Date or (y) governmental approvals or consents which have not been obtained complete as of the Closing Date despite the Grantors’ use of commercially reasonable efforts to cause such approvals or consents to be obtained prior to the Closing Date, the Grantors shall cause such corporate actions to occur or shall obtain such approvals or consents within 45 days soon as practicable after the Closing Date (or such later date as the Administrative Agent shall reasonably agree)hereof. (b) With respect to any Security Collateral representing interests in Material Subsidiaries in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will use commercially reasonable efforts (or in the case of a wholly-owned Subsidiary, take all actions necessary) to cause (i) the issuers issuer thereof to agree in an authenticated record with such Grantor and the Agent that, upon notice from the Agent that an Event of Default has occurred and is continuing, such issuer will comply with instructions with respect to such Security Collateral and (ii) any securities intermediary which is the holder of any such Security Collateral, to cause originated by the Agent to have and retain, subject to the Intercreditor Agreement, Control over without further consent of such Security Collateral. Without limiting the foregoingGrantor, such Grantor will, with respect authenticated record to any such Security Collateral held with a securities intermediary, use commercially reasonable efforts to cause such securities intermediary to enter into a control agreement with the Agent, be in form and substance reasonably satisfactory to the Agent, giving . Upon the request of the Agent Controlupon the occurrence and during the continuance of an Event of Default, subject to the Intercreditor Agreementeach Grantor will notify each issuer of certificated Security Collateral as provided in Section 4(e) below. (c) With respect to any securities or commodity account and or futures account, any Security Collateral that constitutes a security entitlement (other than a security entitlement as to which the financial institution acting as Agent hereunder is not the securities intermediary, upon the request of the Agent upon the occurrence and during the continuance of an uncertificated security, which for the avoidance Event of doubt shall be subject to the preceding Section 4(b)), within 60 days after the Closing Date (or such later date as the Administrative Agent shall reasonably agree), Default the relevant Grantor will use its commercially reasonable efforts to cause the securities intermediary with respect to such security or commodity or futures account or security entitlement to identify in its records the Agent as the entitlement holder thereof or enter into a control agreement with the Agent, in form and substance reasonably satisfactory to the Agent, giving the Agent Control, subject to the Intercreditor Agreementthereof. (d) Subject to Upon the Intercreditor Agreement and request of the Agent upon the occurrence and during the continuance of an Event of Default, each Grantor shall cause the Security Collateral to be registered in the name of the Agent or such of its nominees as the Agent shall direct, subject only to the revocable rights specified in Section 12(a). In addition, the Agent shall have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets credited to any securities account or the L/C Cash Deposit Account to Security Collateral consisting of financial assets held directly by the Agent, and to convert Security Collateral consisting of financial assets held directly by the Agent to Security Collateral consisting of financial assets credited to any securities or commodity account or the L/C Cash Deposit Accountfutures account. (e) Upon the request of the Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will notify each issuer of Security Collateral granted by it hereunder that such Security Collateral is subject to the security interest granted hereunder.