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

Delivery and Control of Security Collateral. (a) All certificated securities or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral 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 satisfactory to the Collateral Agent. The Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. (b) With respect to the Lock-Up Account and any Security Collateral that constitutes a security entitlement as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the Borrower will cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with the Borrower and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of the Borrower, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement” or “Securities/Deposit Account Control Agreement,” respectively) (c) With respect to any Security Collateral that constitutes an uncertificated security, the Borrower will cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with the Borrower and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of the Borrower, such agreement to be in form and substance satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (d) The Collateral Agent shall have the right at any time to convert Security Collateral consisting of financial assets credited to the Securities Account to Security Collateral consisting of financial assets held directly by the Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to the Lock-Up Account. (e) The balance from time to time in the Lock-Up Account shall constitute part of the Collateral of the Lenders hereunder and, except as otherwise provided herein, shall not constitute payment Security Agreement 07771-0276/LEGAL17986459.2 5/4/10

Delivery and Control of Security Collateral. (a) All certificated securities certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Controlling Collateral Agent Trustees pursuant hereto to this Agreement and the Second Priority Collateral Trust 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 satisfactory to the Controlling Collateral AgentTrustees. The Subject to the Second Priority Collateral Agent Trust Agreement, the Second Priority Collateral Trustees shall have the right, at any time after the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, in their discretion and without notice to any Grantor, to transfer to or to register in the name of the Second Priority Collateral Trustees or any of their nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 10, and subject to the Remedies Limitations (as defined in Section 7(i)). In addition, subject to the Second Priority Collateral Trust Agreement, the Second Priority Collateral Trustees shall have the right at any time time, after the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. Also, subject to the Second Priority Collateral Trust Agreement, the Second Priority Collateral Trustees shall have the right at any time, after the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, to convert Security Collateral consisting of financial assets credited to the Securities Accounts to Security Collateral consisting of financial assets held directly by the Second Priority Collateral Trustees. (b) With respect to the Lock-Up Account and any Security Collateral that constitutes a security entitlement as to in which the financial institution acting as Collateral Agent hereunder is not the securities intermediaryany Grantor has any right, the Borrower will cause the securities intermediary with respect to such Account title or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with the Borrower interest and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of the Borrower, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement” or “Securities/Deposit Account Control Agreement,” respectively) (c) With respect to any Security Collateral that constitutes an uncertificated security, subject to the Borrower Remedies Limitations, such Grantor will cause the issuer thereof either (i) to register the Controlling Collateral Agent Trustees as the registered owner owners of such security or (ii) to agree in an authenticated record with the Borrower such Grantor and the Controlling Collateral Agent Trustees that such issuer will comply with instructions with respect to such security originated by the Controlling Collateral Agent Trustees without further consent of the Borrowersuch Grantor, such agreement authenticated record to be in form and substance satisfactory to the Controlling Collateral Agent Trustees. With respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, upon the request of the Controlling Collateral Trustees, such Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder and the Borrower will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder. (c) Subject to the Second Priority Collateral Trust Agreement, with respect to any Security Collateral in which the Borrower has any right, title or interest and that constitutes a security entitlement in which the Second Priority Collateral Trustees are not the entitlement holders, the Borrower will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Second Priority Collateral Trustees as the entitlement holders of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with the Borrower and the Second Priority Collateral Trustees that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Second Priority Collateral Trustees upon the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit D hereto or otherwise in form and substance satisfactory to the Second Priority Collateral Trustees (such agreement being an a “Uncertificated Security Securities Account Control Agreement”). (d) The Borrower agrees that it will not add any securities intermediary that maintains a securities account for the Borrower or open any new securities account with any then existing Securities Intermediary unless (i) the Second Priority Collateral Agent Trustees and the Required Second Priority Representatives shall have received at least 10 days’ prior written notice of such additional securities intermediary or such new securities account and (ii) the right at any time to convert Security Second Priority Collateral consisting Trustees shall have received, in the case of financial assets credited to the a Securities Account that is maintained by a Securities Intermediary that is not the Second Priority Corporate Trustee, a Securities Account Control Agreement authenticated by such new securities intermediary and the Borrower, or a supplement to Security Collateral consisting of financial assets held directly an existing Securities Account Control Agreement with such then existing Securities Intermediary, covering such new securities account (and, upon the receipt by the Second Priority Collateral AgentTrustees of such Securities Account Control Agreement or supplement, Schedule VI hereto shall be automatically amended to include such new Securities Account). The Borrower agrees that it will not terminate any Securities Account, except that the Borrower may terminate a Securities Account, if it gives the Second Priority Collateral Trustees and the Required Second Priority Representatives at least 10 days’ prior written notice of such termination (and, upon such termination, Schedule VI hereto shall be automatically amended to convert Security Collateral consisting delete such Securities Intermediary and Securities Account). The Borrower will not change or add any securities intermediary that maintains any securities account in which any of financial assets held directly by the Collateral Agent is credited or carried, or change or add any such securities account, in each case without first complying with the provisions of this Section 4 in order to Security Collateral consisting of financial assets credited to continuously perfect the Lock-Up Accountsecurity interest granted hereunder in such Collateral. (e) The balance from time Upon any termination by the Borrower of any Securities Account by the Borrower, or any Securities Intermediary with respect thereto, the Borrower will immediately transfer all funds and property held in such terminated Securities Account to time another Securities Account listed in Schedule VI hereto. (f) Subject to the Second Priority Collateral Trust Agreement and upon the occurrence and during the continuance of a Second Priority Collateral Trust Agreement Default, the Second Priority Collateral Trustees shall have the right to originate a Notice of Exclusive Control (as such term is defined in the Lock-Up applicable Securities Account Control Agreement) with respect to any Securities Account and thereafter shall constitute part have the sole and exclusive right to direct the disposition of the Collateral funds and assets with respect to any such Securities Account; provided, however that (i) the Securities Intermediary shall have received, prior to the receipt of the Lenders hereunder andNotice of Exclusive Control from the Second Priority Collateral Trustees, except a notice from the First Priority Collateral Trustees that the First Priority Security Interest (as otherwise provided herein, defined in the applicable Securities Account Control Agreement) has been terminated or (ii) the First Priority Collateral Trustees shall not constitute payment Security Agreement 07771-0276/LEGAL17986459.2 5/4/10have consented in writing to the origination of the Notice of Exclusive Control by the Second Priority Collateral Trustees.

Delivery and Control of Security Collateral. (ai) All certificated securities certificates representing or evidencing the Pledged Equity and (ii) all instruments representing or evidencing Security Collateral the Pledged Debt (excluding, unless an Event of Default has occurred and is continuing, Pledged Debt in an aggregate principal amount not in excess of $1,000,000), shall be delivered to and held by or on behalf of the Noteholder Collateral Agent pursuant hereto (unless the Bank Collateral Agent is granted a prior security interest in such certificates or instruments and the same are required to be delivered to the Bank Collateral Agent pursuant to 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 Noteholder Collateral Agent. The During the continuation of an Event of Default and after the Revolving Facility First Lien Collateral Transition Date with respect to all Pledged Debt that constitutes Revolving Facility First Lien Collateral, the Noteholder Collateral Agent shall have the right right, at any time in its discretion and without notice to any Grantor, to (i) transfer to or to register in the name of the Noteholder Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a), (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. , and (biii) With respect to the Lock-Up Account and any Security Collateral that constitutes a security entitlement as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the Borrower will cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with the Borrower and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of the Borrower, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement” or “Securities/Deposit Account Control Agreement,” respectively) (c) With respect to any Security Collateral that constitutes an uncertificated security, the Borrower will cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with the Borrower and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of the Borrower, such agreement to be in form and substance satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (d) The Collateral Agent shall have the right at any time to convert Security Collateral consisting of financial assets credited to the any Securities Account to Security Collateral consisting of financial assets held directly by the Noteholder Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Noteholder Collateral Agent to Security Collateral consisting of financial assets credited to the Lock-Up any Securities Account. (eb) The balance from time Each Grantor acknowledges and agrees that (i) to time the extent each interest in any limited liability company or limited partnership controlled now or in the Lock-Up Account future by such Grantor and pledged hereunder is a “security” within the meaning of Article 8 of the UCC and is governed by Article 8 of the UCC, such interest shall constitute part be certificated and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate. Each Grantor further acknowledges and agrees that with respect to any interest in any limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder that is not a “security” within the meaning of Article 8 of the UCC, such Grantor shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the UCC, nor shall such interest be represented by a certificate, unless such Grantor provides prior written notification to the Noteholder Collateral Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Noteholder Collateral Agent pursuant to the terms hereof. (c) With respect to any Security Collateral that constitutes an uncertificated security that has an individual par value equal to or exceeding $1,000,000 in which any Grantor has any right, title or interest, such Grantor will promptly notify the Noteholder Collateral Agent thereof. During the continuation of an Event of Default, with respect to any Security Collateral in which any Grantor has any right, title or interest, such Grantor will notify each such issuer of Security Collateral that such Security Collateral is subject to the security interest granted hereunder. (d) Except for checks payable to a Grantor constituting an Instrument and deposited in accordance with the terms of the Indenture and as otherwise set forth herein, if any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, certificated security or Chattel Paper (other than Electronic Chattel Paper), such Instrument, certificated security or Chattel Paper shall be promptly delivered to the Noteholder Collateral Agent (unless the Bank Collateral Agent is granted a prior security interest in such Collateral and the same is required to be delivered to the Bank Collateral Agent for the benefit of the Lenders hereunder andSecured Parties pursuant to the Intercreditor Agreement because the same constitutes Revolving Facility First Lien Collateral), except duly endorsed in a manner reasonably satisfactory to the Noteholder Collateral Agent, to be held as otherwise Collateral pursuant to this Agreement; provided hereinthat, unless an Event of Default has occurred and is continuing, the Grantors shall not constitute payment Security Agreement 07771-0276/LEGAL17986459.2 5/4/10be required to deliver the same pursuant to this clause (d) to the extent that the aggregate value of the Collateral referred to in this clause (d) not so delivered does not exceed $1,000,000.

Delivery and Control of Security Collateral. (a) All certificated securities or instruments representing or evidencing Security Collateral Pledged Debt (except to the extent the aggregate outstanding principal amount of Pledged Debt owing to such Grantor does not exceed $200,000) with respect to any Grantor shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto (unless the Noteholder Collateral Trustee is granted a prior security interest in such instruments and the same are required to be delivered (and are so delivered) to the Noteholder Collateral Trustee for the benefit of the Priority Lien Secured Parties pursuant to 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 Collateral Agent. The Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. (b) With respect to the Lock-Up any Securities Account and any Security Collateral that constitutes a security entitlement (except for any Securities Account that is an Excluded Account (as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediarydefined below)), the Borrower relevant Grantor will cause the securities intermediary with respect to such Securities Account or and security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof, unless the Noteholder Collateral Trustee is granted a prior security interest in such security entitlement and such Grantor is required to cause (and has so caused) such securities intermediary to identify in its records the Noteholder Collateral Trustee as the entitlement holder thereof for the benefit of the Priority Lien Secured Parties pursuant to the Intercreditor Agreement, or (ii) to agree with the Borrower such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of the Borrowersuch Grantor, such agreement to be in form and substance reasonably satisfactory to the Agent (and if the Noteholder Collateral Agent Trustee is required to be granted (and has been granted) a prior security interest in such Securities Account and security entitlement for the benefit of the Priority Lien Secured Parties pursuant to the Intercreditor Agreement, with provisions instructing such securities intermediary that entitlement orders originated by the Noteholder Collateral Trustee controls pursuant to the Intercreditor Agreement) (a “Securities Account Control Agreement” or “Securities/Deposit Account Control Agreement,” respectively) (c) With respect to any Security Collateral that constitutes an uncertificated security, the Borrower will cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with the Borrower and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of the Borrower, such agreement to be in form and substance satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (dc) The Collateral Subject to the Intercreditor Agreement, the Agent shall have the right right, at any time after the occurrence and during the continuation of an Event of Default, (i) in its discretion and without notice to any Grantor, to transfer to or to register in the name of the Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a) and (ii) to convert Security Collateral consisting of financial assets credited to the Securities Account to Security Collateral consisting of financial assets held directly by the Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to the Lock-Up Securities Account. (ed) The balance from time to time in Upon the Lock-Up Account shall constitute part request of the Agent following the occurrence and during the continuance of an Event of Default, each Grantor will notify each issuer of Security Collateral of granted by it hereunder that such Security Collateral is subject to the Lenders hereunder and, except as otherwise provided herein, shall not constitute payment Security Agreement 07771-0276/LEGAL17986459.2 5/4/10security interest granted hereunder.

Delivery and Control of Security Collateral. (a) All certificated securities or instruments representing or evidencing Security Prior to any Collateral Transfer (as defined below), the Company's obligations with respect to delivery and control of the Collateral shall be delivered solely to and held by comply with the provisions of Section 4 of the First Priority Security Agreement. Pursuant to the First Priority Notes Intercreditor Agreement, in the event that (i) all of the Collateral is released from the Lien under the First Priority Notes Indenture, or (ii) the First Priority Notes Collateral Agent, acting on behalf of the First Priority Note Secured Parties (as defined in the First Priority Notes Intercreditor Agreement), has foreclosed or otherwise realized upon any or all of the Collateral, the First Priority Notes Collateral Agent is required to transfer and deliver to the Second Priority Notes Collateral Agent such portion of the Collateral remaining after satisfaction of all Secured Obligations (as defined in the First Priority Notes Indenture) then outstanding (the "TRANSFERRED COLLATERAL") and the making of such other payments as the First Priority Notes Collateral Agent is required to make pursuant hereto to Section 14.05 of the First Priority Notes Indenture (such transfer 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 satisfactory to the Collateral Agenta "COLLATERAL TRANSFER"). The Second Priority Notes Collateral Agent shall thereafter have the right, at any time in its discretion and with notice to each Grantor, to transfer to or to register in the name of the Second Priority Notes Collateral Agent or any of its nominees any or all of the Security Collateral (as defined in the First Priority Security Agreement) included in the Transferred Collateral, provided, however, that in, the case of Security Collateral included in the Transferred Collateral consisting of Class B Shares of Hollinger International Inc., such rights to register Security ▇▇▇▇▇▇▇ral in the name of the Second Priority Notes Collateral Agent or any of its nominees shall only be exercised only after the occurrence and during the continuance of an Event of Default. In addition, the Second Priority Notes Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral included in the Transferred Collateral for certificates or instruments of smaller or larger denominations. Also, the Second Priority Notes Collateral Agent shall have the right at any time to convert Security Collateral included in the Transferred Collateral consisting of financial assets credited to the Collateral Account (as defined in the First Priority Notes Security Agreement) to Security Collateral consisting of financial assets held directly by the Second Priority Notes Collateral Agent, and to convert Security Collateral included in the Transferred Collateral consisting of financial assets held directly by the Second Priority Notes Collateral Agent, to Security Collateral consisting of financial assets credited to the Collateral Accounts. (b) With respect to the Lock-Up Account From and any Security after a Collateral that constitutes a security entitlement as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediaryTransfer, the Borrower will cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with the Borrower and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of the Borrower, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement” or “Securities/Deposit Account Control Agreement,” respectively) (c) With respect to any Security Collateral included in the Transferred Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, the Borrower such Grantor will cause the issuer thereof either (i) to register the Second Priority Notes Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record with the Borrower such Grantor and the Second Priority Notes Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Second Priority Notes Collateral Agent without further consent of the Borrowersuch Grantor, such agreement authenticated record to be in form and substance satisfactory to the Second Priority Notes Collateral Agent. From and after a Collateral Transfer, with respect to any Security Collateral included in the Collateral, other than any Class B Shares of Hollinger International Inc., in which any Grantor has any ri▇▇▇, ▇▇▇▇e or interest and that is not an uncertificated security, upon the request of the Second Priority Notes Collateral Agent, such Grantor will notify each such issuer of Pledged Equity (as defined in the First Priority Notes Security Agreement) that such Pledged Equity is subject to the second priority security interest granted hereunder. (c) From and after a Collateral Transfer, with respect to any Security Collateral included in the Transferred Collateral, in which any Grantor has any right, title or interest and that constitutes a security entitlement in which the Second Priority Notes Collateral Agent is not the entitlement holder, such Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Second Priority Notes Collateral Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Second Priority Notes Collateral Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Second Priority Notes Collateral Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit B hereto or otherwise in form and substance satisfactory to the Second Priority Notes Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”"ACCOUNT CONTROL AGREEMENT"). (d) The From and after a Collateral Agent shall have Transfer, no Grantor will change or add any securities intermediary that maintains any securities account in which any of the right at Transferred Collateral, other than any time Class B Shares of Hollinger International Inc., is credited or carried, or chan▇▇ ▇▇ ▇▇▇ any such securities account, in each case without first complying with the above provisions of this Section 4 in order to convert Security Collateral consisting of financial assets credited to perfect the Securities Account to Security Collateral consisting of financial assets held directly by the Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to the Lock-Up Accountsecond priority security interest granted hereunder in such Transferred Collateral. (e) The balance from time Not later than 10 business days after any Collateral Transfer, each Grantor with respect to time Security Collateral included in the Lock-Up Account Transferred Collateral shall constitute part (i) take and complete any and all action necessary in order to ensure that all beneficial and registered ownership interests in each item of such Security Collateral are held by a single or two Grantors; (ii) provide the Second Priority Notes Collateral Agent and/or any other Secured Party requesting the same with evidence satisfactory to the Second Priority Notes Collateral Agent and/or such other Secured Party that all such action described in clause (i) above has been taken; and (iii) deliver to or in accordance with the instructions of the Second Priority Notes Collateral of Agent original stock certificates and stock powers originally executed in blank, all in form and substance satisfactory to the Lenders hereunder andSecond Priority Notes Collateral Agent, except as otherwise provided herein, shall not constitute payment reflecting any changes in ownership with respect to any Security Agreement 07771-0276/LEGAL17986459.2 5/4/10Collateral included in the Transferred Collateral resulting from the actions described in clause (i) above.

Delivery and Control of Security Collateral. (a) All certificated securities Subject to the Intercreditor Agreement, all certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer transfer, indorsements or assignment in blank, all in form and substance satisfactory to the Collateral Agent. The Subject to the Intercreditor Agreement, the Collateral Agent shall have the right right, at any time after the occurrence and during the continuation of an Event of Default, in its discretion and without notice to any Grantor, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 14(a). In addition, subject to the Intercreditor Agreement, the Collateral Agent shall have the right, at any time after the occurrence and during the continuation of an Event of Default to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. (b) With respect . Also, subject to the Lock-Up Account and any Security Collateral that constitutes a security entitlement as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediaryIntercreditor Agreement, the Borrower will cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with the Borrower and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of the Borrower, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement” or “Securities/Deposit Account Control Agreement,” respectively) (c) With respect to any Security Collateral that constitutes an uncertificated security, the Borrower will cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with the Borrower and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of the Borrower, such agreement to be in form and substance satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”). (d) The Collateral Agent shall have the right at any time upon the occurrence and during the continuation of an Event of Default to convert Security Collateral consisting of financial assets credited to the Securities Account to Security Collateral consisting of financial assets held directly by the Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to the Lock-Up Securities Account. Prior to the Discharge of Senior Indebtedness (as such term is defined in the Intercreditor Agreement), the requirements of this Agreement to deliver Collateral to the Collateral Agent hereunder shall be satisfied by delivery of such Collateral to the Credit Agreement Agent. (b) Subject to the Intercreditor Agreement, with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will use commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent. (c) Subject to the Intercreditor Agreement, with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement in which the Collateral Agent is not the entitlement holder, such Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (each such agreement being a “Securities Account Control Agreement”). Notwithstanding the foregoing, if a certificate has been received by the Collateral Agent from the applicable Grantor as to any Security Collateral constituting a securities entitlement in which the Collateral Agent is not the entitlement holder, that contains a representation and warranty that such Security Collateral is a securities account specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Grantor’s salaried employees, such securities account may be designated an “Excluded Securities Account,” in which case, such Grantor will not be required to comply with the requirements of this clause (c) with respect to such Excluded Securities Account. If at any time, the representation and warranty contained in such certificate shall fail to be true, the applicable Grantor shall promptly transfer all funds and assets in or credited to such Excluded Securities Account to any securities account subject to a Securities Account Control Agreement and not permit any assets to be credited thereto and shall either terminate such Excluded Securities Account or comply with the requirements of this clause (c), at which time such account shall no longer be an Excluded Securities Account. (d) No Grantor will change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the Collateral is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the above provisions of this Section 5 in order to perfect the security interest granted hereunder in such Collateral. (e) The balance from time Subject to time in the Lock-Up Account shall constitute part Intercreditor Agreement, upon the request of the Collateral Agent upon the occurrence and during the continuation of an Event of Default, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the Lenders security interest granted hereunder and, except as otherwise provided herein, shall not constitute payment Security Agreement 07771-0276/LEGAL17986459.2 5/4/10and that any payments thereof should be made directly to the Collateral Agent.