Common use of Delivery and Control Clause in Contracts

Delivery and Control. Subject to the Intercreditor Agreement, with respect to any Investment Related Property of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply to any Equity Interests in Subsidiaries) that is (A) (represented by a certificate or an Instrument (other than any Investment Related Property credited to a Securities Account), such Grantor shall cause such certificate or Instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) an Uncertificated Security (other than any Uncertificated Securities credited to a Securities Account), such Grantor shall cause the issuer of such Uncertificated Security to register the Collateral Agent as the registered owner thereof on the books and records of the issuer. In the event any such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver to the Collateral Agent a completed Pledge Supplement, duly executed by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. Subject to the Intercreditor Agreement, Each Grantor agrees that with respect to any Investment Related Property required to be pledged hereunder in which it currently has rights it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4.04(b) on or before the Closing Date and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.04(b) immediately upon acquiring rights therein, in Subsidiaries) each case in form and substance reasonably satisfactory to the Collateral Agent. With respect to any Investment Related Property required to be pledged hereunder that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor Account or an item to be deposited for collection) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsementendorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC; provided, however, the covenant contained herein shall not apply to “instruments” having an Uncertificated Security aggregate value of less than $250,000. With respect to any Investment Related Property issued by a Grantor required to be pledged hereunder that is an “uncertificated security” for purposes of the UCC and does not represent equity interests in an entity organized under the laws of any jurisdiction outside of the United States (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer. In issuer or (ii) use commercially reasonable efforts to cause the event any issuer of such Investment Related Property is acquired after uncertificated security to execute an agreement substantially in the date hereofform of Exhibit B hereto, the applicable Grantor shall deliver pursuant to which such issuer agrees to comply with the Collateral Agent a completed Pledge SupplementAgent’s instructions with respect to such uncertificated security upon the occurrence and during the continuance of an Event of Default, duly executed without further consent by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. Subject to the Intercreditor Agreement, The Grantor agrees that with respect to any Investment Related Property Pledged Debt in which it currently has rights it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 this subsection (which limitation shall not apply iii) on or before the date hereof and with respect to any Equity Interests Pledged Debt hereafter acquired by it it shall comply with the provisions of this subsection (iii) immediately upon acquiring rights therein, in Subsidiaries) each case in form and substance satisfactory to the Secured Parties. With respect to any Pledged Debt that is (A) (represented by a certificate or that is an Instrument (other than any Investment Related Property credited to a Securities Account), such Grantor “instrument” it shall cause such certificate or Instrument instrument to be delivered to the Collateral AgentSecured Parties, duly indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) an Uncertificated Security (other than any Uncertificated Securities credited to a Securities Account), regardless of whether such certificate or instrument constitutes a “certificated security” for purposes of the UCC. If any issuer of any Pledged Debt is located in a jurisdiction outside of the United States, the Grantor shall cause take such additional actions, including, without limitation, causing the issuer of such Uncertificated Security to register the Collateral Agent as the registered owner thereof pledge on the its books and records of the issuer. In the event any or making such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver to the Collateral Agent a completed Pledge Supplement, duly executed by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Propertyfilings or recordings, in each casecase as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the extent otherwise required by the Credit Agreement; providedvalidity, that it is understood perfection and agreed that, notwithstanding the foregoing, priority of the security interest of the Collateral Agent Secured Parties. Upon the occurrence of a Default or an Event of Default, the Secured Parties shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by have the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything right, without notice to the contrary in Grantor, to transfer all or any portion of Pledged Debt to its name or the foregoingname of its nominee or agent. In addition, in no event the Secured Parties shall have the right at any Grantor be required time, without notice to deliver the Grantor, to exchange any certificates or Instruments evidencing instruments representing any Excluded Capital Stock Pledged Debt for certificates or Excluded Assets pursuant to this Section 4.4(c)instruments of smaller or larger denominations.

Delivery and Control. Subject to the Intercreditor Agreement, with respect to any Investment Related Property of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply to any Equity Interests in Subsidiaries) that is (A) (represented by a certificate or an Instrument (other than any Investment Related Property credited to a Securities Account), such Grantor shall cause such certificate or Instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) an Uncertificated Security (other than any Uncertificated Securities credited to a Securities Account), such Grantor shall cause the issuer of such Uncertificated Security to register the Collateral Agent as the registered owner thereof on the books and records of the issuer. In the event any such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver to the Collateral Agent a completed Pledge Supplement, duly executed by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the ABL Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. Subject to the Intercreditor Agreement, Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4.4(b) on or before the Issue Date and with respect to any Equity Interests in SubsidiariesInvestment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4(b) promptly upon acquiring rights therein. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor and subject to the limitations set forth in Section 2.2 hereof, it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) an Uncertificated Security (other than any Uncertificated Securities credited to a Securities Account), regardless of whether such Grantor shall cause certificate constitutes a “certificated security” for purposes of the UCC. In addition to the foregoing, if any issuer of such Uncertificated Security to register the Collateral Agent as the registered owner thereof on the books and records of the issuer. In the event any such Investment Related Property is acquired after located in a jurisdiction outside the date hereofUnited States, the applicable each Grantor shall deliver take such additional actions, including, without limitation, causing the issuer to register the Collateral Agent a completed Pledge Supplement, duly executed by pledge on its books and records or making such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Propertyfilings or recordings, in each casecase as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the extent otherwise required by the Credit Agreement; providedvalidity, that it is understood perfection and agreed that, notwithstanding the foregoing, priority of the security interest of Collateral Agent; provided that the Grantors shall not be required to take any actions contemplated by this sentence with respect to the pledge of Equity Interests of Foreign Subsidiaries so long as the total assets (determined in accordance with GAAP) of such Foreign Subsidiaries with respect to which such actions have not been taken do not exceed $1,000,000 in the aggregate at any time. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent shall attach have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition to its name or the name of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates its nominee or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c)Trustee.

Delivery and Control. Subject to the Intercreditor Agreement, (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of any Grantor constituting Collateral this Section 4.4(b) on or before the Closing Date (or such other time period as specified in an amount in excess of $10,000,000 (which limitation shall not apply the Credit Agreement) and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4(b) no later than the next Quarterly Reporting Date after acquiring rights therein, in Subsidiaries) each case in form and substance reasonably satisfactory to the Collateral Agent. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such Grantor it shall cause the any issuer of such Uncertificated Security uncertificated security which is a Subsidiary (other than an Immaterial Subsidiary), and shall use commercially reasonable efforts to register cause any issuer of such uncertificated security which is not a Subsidiary, upon request by the Collateral Agent as Agent, execute an agreement substantially in the registered owner thereof on the books and records form of the issuer. In the event any Exhibit B hereto or such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver other form reasonably acceptable to the Collateral Agent a completed Pledge SupplementAgent, duly executed pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. Subject to (i) currently has rights and which is included in the Intercreditor Agreement, Collateral it shall comply with the provisions of this Section 4.4.1(b) on or before the date hereof and with respect to any Investment Related Property hereafter acquired by such Grantor and which is included in the Collateral, it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 this Section 4.4.1(b) within (which limitation shall not apply 10) days upon acquiring rights therein. With respect to any Equity Interests in Subsidiaries) Investment Related Property that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account)) and which is included in the Collateral, such Grantor it shall cause such certificate or Instrument instrument to be delivered to the Collateral AgentTrustee, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such ) each Grantor shall cause the issuer (in the case of Pledged Equity Interests issued by a Subsidiary of a Grantor, mutual funds and other open-ended investments funds), and such Grantor shall use its commercially reasonable efforts to cause the issuer (in the case of all other Investment Related Property) of such Uncertificated Security uncertificated security, to either (i) register the Collateral Agent Trustee as the registered owner thereof on the books and records of the issuer. In issuer or (ii) execute an agreement pursuant to which such issuer agrees to comply with the event Collateral Trustee’s instructions with respect to such uncertificated security without further consent by such Grantor. (ii) Notwithstanding anything to the contrary, the Grantors shall not be required to execute and deliver any such Investment Related Property agreements, pledges, certificates or other documents to perfect Collateral Trustee’s security interest in the Capital Stock of Euramax International Holdings, B.V. ( “Dutch Holdings”); provided that to the extent Dutch Holdings is acquired after not liquidated within 90 days from the date hereof, the applicable Grantor Euramax shall promptly execute and deliver a deed of pledge governed by Dutch law with respect to the Capital Stock of the Dutch Holdings and take all other necessary actions to perfect Collateral Agent a completed Pledge Supplement, duly executed by Trustee’s security interest in such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the Capital Stock which security interest of the Collateral Agent Trustee shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition terminate once the liquidation of rights therein Dutch Holdings is completed and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in Dutch Holdings no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c)longer exists.

Delivery and Control. Subject to the Intercreditor Agreement, (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4.4.1(b) on or before the Credit Date and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) within (5) Business Days upon acquiring rights therein, in Subsidiaries) each case in form and substance satisfactory to the Collateral Agent. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the First Lien Collateral Agent or the Collateral Agent, as applicable, in accordance with the Intercreditor Agreement, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security to either (i) register the First Lien Collateral Agent (or the Collateral Agent if there has been a Discharge of the First Lien Obligations or as expressly provided in the proviso in clause (ii) of Section 3.1(a)(1) of the Intercreditor Agreement) as the registered owner thereof on the books and records of the issuer. In issuer or (ii) execute an agreement substantially in the event any form of Exhibit B hereto, pursuant to which such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver issuer agrees to comply with the Collateral Agent a completed Pledge Supplement, duly executed Agent’s instructions with respect to such uncertificated security without further consent by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. Subject to the Intercreditor Agreement, Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Credit Date and with respect to any Investment Related Property hereafter acquired by such Grantor constituting it shall comply with the provisions of this Section 4.4.1(b) promptly upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral in an amount Agent. With respect to any Investment Related Property having a value in excess of $10,000,000 (which limitation shall not apply to any Equity Interests in Subsidiaries) 100,000 that is (A) (represented by a certificate or that is an Instrument "instrument" (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a "certificated security" for purposes of the UCC. With respect to any Investment Related Property having a value in excess of $100,000 that is an Uncertificated Security "uncertificated security" for purposes of the UCC (other than any Uncertificated Securities "uncertificated securities" credited to a Securities Account), such Grantor it shall use its commercially reasonable efforts to cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer. In issuer or (ii) execute an agreement substantially in the event any form of Exhibit B hereto, pursuant to which such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver issuer agrees to comply with the Collateral Agent a completed Pledge Supplement, duly executed Agent's instructions with respect to such uncertificated security without further consent by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. Subject to the Intercreditor Agreement, Each Grantor agrees that with respect to any Investment Related Property of any Grantor constituting Collateral in an amount with a value in excess of $10,000,000 (1,000,000 individually or $2,000,000 in the aggregate together with all such Investment Related Property in which limitation it currently has rights it shall not apply comply with the provisions of this Section 4.4.1(b) on or before the Closing Date and with respect to any Equity Interests Investment Related Property with a value in Subsidiariesexcess of $1,000,000 hereafter acquired by such Grantor or any Investment Related Property in which such Grantor now or hereafter has rights that subsequently reaches a value in excess of $1,000,000 it shall comply with the provisions of this Section 4.4.1(b) within 5 Business Days upon acquiring rights therein or upon such Investment Related Property reaching a value in excess of $1,000,000, in each case in form and substance satisfactory to the Collateral Agent (acting upon a Direction of the Requisite Lenders in their reasonable discretion). With respect to any Investment Related Property with a value in excess of $1,000,000 that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 8‑107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property with a value in excess of $1,000,000 that is an Uncertificated Security “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer. In issuer or (ii) execute an agreement substantially in the event any form of Exhibit B hereto, pursuant to which such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver issuer agrees to comply with the Collateral Agent a completed Pledge Supplement, duly executed Agent's instructions with respect to such uncertificated security without further consent by such Grantor, together with all applicable supplements . In addition to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach with respect to all Investment Related Property constituting with a value in excess of $1,000,000 (including, without limitation, Investment Related Property acquired after the Closing Date, but excluding any Investment Related Property credited to a Securities Account that is not an Excluded Account), each Grantor shall deliver to Collateral immediately Agent (x) a duly executed irrevocable proxy coupled with an interest, in substantially the form of Exhibit C hereto (“Irrevocable Proxy”), (y) a duly acknowledged equity interest registration page, in blank, from each Issuer, substantially in the form of Exhibit D hereto, or otherwise in form and substance satisfactory to Collateral Agent (acting upon any Grantor’s acquisition a Direction of rights therein the Requisite Lenders) (“Registration Page”) and shall not be affected by the failure of any Grantor (z) cause each Issuer to execute and deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary pledge acknowledgement substantially in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(cform of Exhibit E hereto (“Pledge Acknowledgement”).

Delivery and Control. Subject to the Intercreditor Agreement, (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights and which is included in the Collateral it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4.4.1(b) on or before the Credit Date and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor and which is included in Subsidiariesthe Collateral, it shall comply with the provisions of this Section 4.4.1(b) within (10) Business Days upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Agent. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument “instrument” with the value in excess of $1,000,000 (other than any Investment Related Property credited to a Securities Account)) and which is included in the Collateral, such Grantor it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account)) and which is included in the Collateral, such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer. In issuer or (ii) execute an agreement substantially in the event any form of Exhibit B hereto, pursuant to which such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver issuer agrees to comply with the Collateral Agent a completed Pledge Supplement, duly executed Agent’s instructions with respect to such uncertificated security (such instructions only to be given upon an Event of Default that is continuing in accordance with Section 7 hereof) without further consent by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. Subject to the Intercreditor AgreementAgreements, with respect to any Investment Related Property of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply to any Equity Interests in Subsidiaries) that is (A) (represented by a certificate or an Instrument (other than any Investment Related Property credited to a Securities Account), such Grantor shall cause such certificate or Instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) an Uncertificated Security (other than any Uncertificated Securities credited to a Securities Account), such Grantor shall cause the issuer of such Uncertificated Security to register the Collateral Agent as the registered owner thereof on the books and records of the issuer. In the event any such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver to the Collateral Agent a completed Pledge Supplement, duly executed by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit AgreementIndenture and/or the Intercreditor Agreements; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. Subject to the Intercreditor Agreement, Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4.4(b) on or before the Issue Date and with respect to any Equity Interests in SubsidiariesInvestment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4(b) promptly upon acquiring rights therein. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor and subject to the limitations set forth in Section 2.2 hereof, it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) an Uncertificated Security (other than any Uncertificated Securities credited to a Securities Account), regardless of whether such Grantor shall cause certificate constitutes a “certificated security” for purposes of the UCC. In addition to the foregoing, if any issuer of such Uncertificated Security to register the Collateral Agent as the registered owner thereof on the books and records of the issuer. In the event any such Investment Related Property is acquired after located in a jurisdiction outside the date hereofUnited States, the applicable each Grantor shall deliver take such additional actions, including, without limitation, causing the issuer to register the Collateral Agent a completed Pledge Supplement, duly executed by pledge on its books and records or making such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Propertyfilings or recordings, in each casecase as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the extent otherwise required by the Credit Agreement; providedvalidity, that it is understood perfection and agreed that, notwithstanding the foregoing, priority of the security interest of Collateral Agent; provided that the Grantors shall not be required to take any actions contemplated by this sentence with respect to the pledge of Equity Interests of Foreign Subsidiaries so long as the total assets (determined in accordance with GAAP) of such Foreign Subsidiaries with respect to which such actions have not been taken do not exceed $1,000,000 in the aggregate at any time. Upon the occurrence and during the continuance of an Event of Default under either Indenture, Collateral Agent shall attach have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition to its name or the name of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates its nominee or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c)Trustee.

Delivery and Control. Subject to the Intercreditor Agreement, Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of any Grantor constituting Collateral this Section 3.4(c) on or before the date this agreement becomes effective as set forth in an amount in excess of $10,000,000 Section 12 (which limitation shall not apply unless otherwise provided herein) and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 3.4(c) immediately upon acquiring rights therein, in Subsidiaries) each case in form and substance satisfactory to the Collateral Agent. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument "instrument" (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a "certificated security" for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security "uncertificated security" for purposes of the UCC (other than any Uncertificated Securities "uncertificated securities" credited to a Securities Account), such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuerissuer or (ii) execute an agreement substantially in the form of Exhibit B, pursuant to which such issuer agrees to comply with the Collateral Agent's instructions with respect to such uncertificated security without further consent by such Grantor. With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C pursuant to which it shall agree to comply with the Collateral Agent's "entitlement orders" without further consent by such Grantor. With respect to any Investment Related Property that is a "Deposit Account," it shall, subject to Section 5.01(o) of the Credit Agreement, not later than (A) the Effective Date, or (B) so long as such Grantor has in place standing wire instructions with the applicable depositary bank instructing such depositary bank to remit all available cash balances in such Deposit Account to the Cash Collateral Account on a daily basis, within 45 days after the Effective Date, cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and "control" (as defined in Section 9-104 of the UCC) over such Deposit Account. In addition to the event foregoing, if any such issuer of any Investment Related Property is acquired after located in a jurisdiction outside of the date hereofUnited States, the applicable each Grantor shall deliver take such additional actions, including, without limitation, causing the issuer to register the Collateral Agent a completed Pledge Supplement, duly executed by pledge on its books and records or making such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Propertyfilings or recordings, in each casecase as may be necessary or advisable, under the laws of such issuer's jurisdiction to insure the extent otherwise required by the Credit Agreement; providedvalidity, that it is understood perfection and agreed that, notwithstanding the foregoing, priority of the security interest of the Collateral Agent. At any time during the continuation of a Default, the Collateral Agent shall attach have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property constituting to its name or the name of its nominee or agent. In addition, the Collateral immediately upon Agent shall have the right at any time, without notice to any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor , to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver exchange any certificates or Instruments evidencing instruments representing any Excluded Capital Stock Investment Related Property for certificates or Excluded Assets pursuant to this Section 4.4(c)instruments of smaller or larger denominations.

Delivery and Control. Subject to the Intercreditor Agreement, Each Pledgor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 3.2(c) on or before the Closing Date and with respect to any Equity Interests Investment Related Property hereafter acquired by such Pledgor it shall comply with the provisions of this Section 3.2(c) immediately upon acquiring rights therein, in Subsidiaries) each case in form and substance satisfactory to the Collateral Agent. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument "instrument" (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a "certificated security" for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security "uncertificated security" for purposes of the UCC (other than any Uncertificated Securities "uncertificated securities" credited to a Securities Account), such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuerissuer or (ii) execute an agreement substantially in the form of Exhibit B hereto, pursuant to which such issuer agrees to comply with the Collateral Agent's instructions with respect to such uncertificated security without further consent by such Pledgor. With respect to the Collateral Account, it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit C hereto or such other agreement reasonably satisfactory to the Collateral Agent, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and "control" (as defined in Section 9-104 of Revised Article 9) over such Deposit Account. In addition to the event foregoing, if any such issuer of any Investment Related Property is acquired after located in a jurisdiction outside of the date hereofUnited States, each Pledgor shall take such additional actions, including, without limitation, causing the applicable Grantor shall deliver issuer to register the Collateral Agent a completed Pledge Supplement, duly executed by pledge on its books and records or making such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Propertyfilings or recordings, in each casecase as may be necessary or reasonably advisable, under the laws of such issuer's jurisdiction to insure the extent otherwise required by the Credit Agreement; providedvalidity, that it is understood perfection and agreed that, notwithstanding the foregoing, priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall attach have the right, without notice to any Pledgor, to transfer all or any portion of the Investment Related Property constituting to its name or the name of its nominee or agent. In addition, the Collateral immediately upon Agent shall have the right at any Grantor’s acquisition of rights therein and shall not be affected by the failure of time, without notice to any Grantor Pledgor, to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver exchange any certificates or Instruments evidencing instruments representing any Excluded Capital Stock Investment Related Property for certificates or Excluded Assets pursuant to this Section 4.4(c)instruments of smaller or larger denominations.

Delivery and Control. Subject to Sections 1.04(g), (h) and (i) herein, each Grantor agrees that with respect to (vi) any Investment Related Property in which it currently has rights it shall comply with the Intercreditor Agreement, provisions of this on or before the Issue Date and (vii) with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this within ten days upon acquiring rights therein. With respect to any Equity Interests in Subsidiaries) Investment Related Property that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such Grantor it shall use commercially reasonable efforts to cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuerissuer or (ii) execute an Uncertificated Securities Control Agreement pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. In the event With respect to any such Investment Related Property is acquired after consisting of Securities Accounts, Securities Entitlements or Commodities Accounts (other than to the date hereofextent constituting Excluded Property), it shall use commercially reasonable efforts to cause the applicable Grantor shall deliver securities intermediary maintaining such Securities Account, Securities Entitlements or Commodities Accounts to execute a Securities Account Control Agreement (or, in the case of Commodities Accounts, a substantially similar agreement in form and substance reasonably acceptable to the Collateral Agent a completed Pledge Supplement, duly executed Agreement) pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” during the continuance of an Event of Default without further consent by such Grantor, together with all applicable supplements . With respect to Schedules thereto, reflecting such new any Investment Related Property, in each case, Property that is a “Deposit Account” (other than to the extent otherwise required by constituting Excluded Property), it shall use commercially reasonable efforts to cause the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of depositary institution maintaining such account to enter into a Deposit Account Control Agreement pursuant to which the Collateral Agent shall attach have “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Issue Date, as soon as practicable and in no event later than the date that is sixty days (or in the case of Deposit Accounts, ninety days) after the Issue Date, or at such other reasonable period agreed to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure Collateral Agent and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Issue Date, as of or prior to the deposit or transfer of any Grantor to deliver a Pledge Supplement as required herebysuch Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. Notwithstanding anything to the contrary in the foregoingcontrary, in no event Grantor shall any Grantor be required to deliver take any actions hereunder with respect to any Securities Account or Deposit Account to the extent such Securities Account and/or Deposit Account constitutes Excluded Property. During the continuance of an Event of Default, the Collateral Agent shall, subject to the Intercreditor Agreement (if applicable), have the right, with prior written notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, during the continuance of an Event of Default the Collateral Agent shall, subject to the Intercreditor Agreement (if applicable), have the right at any time, without notice to any Grantor, to exchange any certificates or Instruments evidencing instruments representing any Excluded Capital Stock Investment Related Property for certificates or Excluded Assets pursuant to this Section 4.4(c)instruments of smaller or larger denominations.

Delivery and Control. Subject to the Intercreditor Agreement, (1) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4(c)(4) on or before the Closing Date and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4(c)(4) immediately upon acquiring rights therein, in Subsidiaries) each case in form and substance satisfactory to the Joint Collateral Agent. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument "instrument" (other than (x) any Investment Related Property credited to a Securities Account), such Grantor Account and instruments having a principal amount of less than $7,500 individually and $50,000 in the aggregate or (y) any instruments included in the definition of Foreign Subsidiary Collateral that are delivered to the Intercreditor Agent and Security Trustee) it shall cause such certificate or Instrument instrument to be delivered to the Joint Collateral Agent, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a "certificated security" for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security "uncertificated security" for purposes of the UCC (other than any Uncertificated Securities "uncertificated securities" credited to a Securities Account), such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Joint Collateral Agent as the registered owner thereof on the books and records of the issuer. In issuer or (ii) execute an agreement substantially in the event any form of Annex B hereto, pursuant to which such Investment Related Property is acquired after issuer agrees to comply with the date hereof, the applicable Grantor shall deliver Joint Collateral Agent's instructions with respect to the Collateral Agent a completed Pledge Supplement, duly executed such uncertificated security without further consent by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding . Notwithstanding the foregoing, with respect to the shares of any Foreign Subsidiary subject to the security interest in favor of the Collateral Intercreditor Agent and Security Trustee, it shall attach be sufficient if the related Grantor shall take all steps necessary under French and English law to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition create a valid, perfected, first priority security interest (subject to Permitted Liens) in favor of rights therein the Intercreditor Agent and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c)Security Trustee.

Delivery and Control. Subject Each Grantor agrees that with respect to (i) any Investment Related Property in which it currently has rights (other than the Company Stock) it shall comply with the provisions of this Section 3.4(c) on or before the Closing Date, (ii) with respect to the Intercreditor Agreement, Company Stock it shall comply with the provisions of this Section 3.4(c) on or before the 31st day following the Closing Date and (iii) with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of any Grantor constituting this Section 3.4(c) within ten days upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral in an amount in excess of $10,000,000 (which limitation shall not apply Agent. With respect to any Equity Interests in Subsidiaries) Investment Related Property that is (A) (represented by a certificate or that is an Instrument "instrument" (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a "certificated security" for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security "uncertificated security" for purposes of the UCC (other than any Uncertificated Securities "uncertificated securities" credited to a Securities Account), such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuerissuer or (ii) (x) execute an Uncertificated Securities Control Agreement pursuant to which such issuer agrees to comply with the Collateral Agent's instructions with respect to such uncertificated security without further consent by such Grantor and (y) deliver an opinion of counsel in form and substance reasonably satisfactory to the Collateral Agent that upon execution of such Uncertificated Securities Control Agreement, the Collateral Agent will have the benefit of a perfected security interest for the benefit of the Secured Parties in the Grantor's interests in such uncertificated security. With respect to any Investment Related Property consisting of Securities Accounts, Securities Entitlements or Commodities Accounts, it shall (i) cause the securities intermediary maintaining such Securities Account, Securities Entitlements or Commodities Accounts to execute a Securities Account Control Agreement (or, in the case of Commodities Accounts, a substantially similar agreement in form and substance reasonably acceptable to the Collateral Agreement) pursuant to which it shall agree to comply with the Collateral Agent's "entitlement orders" without further consent by such Grantor and (ii) deliver an opinion of counsel in form and substance reasonably satisfactory to the Collateral Agent that upon execution by the securities intermediary of such Securities Account Control Agreement (or such agreement substantially similar thereto in the case of Commodities Accounts), the Collateral Agent will have the benefit of a perfected security interest for the benefit of the Secured Parties in the Grantor's interests in such Securities Accounts, Securities Entitlements or Commodities Accounts. With respect to any Investment Related Property that is a "Deposit Account," it shall cause the depositary institution maintaining such account to enter into a Deposit Account Control Agreement pursuant to which the Collateral Agent shall have "control" (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Closing Date, as of or prior to the Closing Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the event foregoing, if any such issuer of any Investment Related Property is acquired after located in a jurisdiction outside of the date hereofUnited States, the applicable each Grantor shall deliver take such reasonable additional actions, including causing the issuer to register the Collateral Agent a completed Pledge Supplement, duly executed by pledge on its books and records or making such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Propertyfilings or recordings, in each casecase as may be necessary under the laws of such issuer's jurisdiction to insure the validity, to the extent otherwise required by the Credit Agreement; provided, that it is understood perfection and agreed that, notwithstanding the foregoing, priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall attach have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property constituting to its name or the name of its nominee or agent. In addition, the Collateral immediately upon Agent shall have the right at any time, without notice to any Grantor’s acquisition , to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required herebysmaller or larger denominations. Notwithstanding anything to the contrary set forth herein, Grantors may maintain Deposit Accounts without delivering a Deposit Account Control Agreement, provided that (i) the average aggregate overnight balances in all such accounts do not exceed $1,000,000 during any period of seven consecutive days and (ii) the foregoing, aggregate balances in no event shall all such accounts do not exceed $10,000,000 at any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c)time.

Delivery and Control. Subject to the Intercreditor Agreement, Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights, it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4.4.1(b) on or before the Closing Date and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) within the later of (i) ninety (90) days after the Closing Date and (ii) thirty (30) days of acquiring rights therein (or such later date as may be agreed in Subsidiaries) writing by the Revolving Collateral Agent in its reasonable discretion, in each case in form and substance reasonably satisfactory to the Revolving Collateral Agent. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Revolving Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security “uncertificated security” as defined in Section 8-102 of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such ) each Grantor shall cause the any issuer of such Uncertificated Security uncertificated securities to register execute and deliver a control agreement with respect to such uncertificated securities in form and substance reasonably satisfactory to the Revolving Collateral Agent as Agent, pursuant to which such issuer agrees to comply (subject to the registered owner thereof on provisions thereof) with the books and records of Revolving Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor, provided, however, that to the issuer. In the event extent that any such Investment Related Property is acquired after constitutes Notes Priority Collateral, prior to the date hereofDischarge of Notes Obligations, the applicable Grantor shall deliver satisfy the requirements of this subsection (b) relating to delivery and control by establishing such control and delivering such property to the Secured Notes Collateral Agent a completed Pledge Supplement, duly executed by such Grantor, together in accordance with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest terms of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein Notes Security Agreement and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c)Intercreditor Agreement.

Delivery and Control. Subject to the Intercreditor Agreement, (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Closing Date and with respect to any Investment Related Property hereafter acquired by such Grantor constituting Collateral it shall comply with the provisions of this Section 4.4.1(b) immediately upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Administrative Agent. With respect to any Investment Related Property evidencing an amount in excess of greater than $10,000,000 (which limitation shall not apply to any Equity Interests in Subsidiaries) 250,000 that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Administrative Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities AccountAccount or any “uncertificated securities” which are General Intangibles), such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Administrative Agent as the registered owner thereof on the books and records of the issuerissuer or (ii) execute an agreement in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which such issuer agrees to comply with the Administrative Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. In addition to the event foregoing, if any such issuer of any Investment Related Property is acquired after located in a jurisdiction outside of the date hereofUnited States, upon the applicable request of the Administrative Agent, each Grantor shall deliver take such additional actions, including, without limitation, causing the issuer to register the Collateral Agent a completed Pledge Supplement, duly executed by pledge on its books and records or making such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Propertyfilings or recordings, in each casecase as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the extent otherwise required by the Credit Agreement; providedvalidity, that it is understood perfection and agreed that, notwithstanding the foregoing, priority of the security interest of the Collateral Administrative Agent, subject to Permitted Liens. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall attach have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property constituting Collateral immediately upon to its name or the name of its nominee or agent. In addition, the Administrative Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default, without notice to any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor , to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver exchange any certificates or Instruments evidencing instruments representing any Excluded Capital Stock Investment Related Property for certificates or Excluded Assets pursuant to this Section 4.4(c)instruments of smaller or larger denominations.

Delivery and Control. Subject to the Intercreditor Agreement, (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of any Grantor constituting Collateral this Section 4.4.1(b) in an amount in excess accordance with the timeline established by Section 5.15 of $10,000,000 (which limitation shall not apply the Credit Agreement and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) immediately upon acquiring rights therein, in Subsidiaries) each case in form and substance satisfactory to Collateral Agent. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 8107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security to register the execute an uncertificated securities control agreement in form and substance reasonably satisfactory to Collateral Agent as the registered owner thereof on the books and records Agent, pursuant to which such issuer agrees to comply with Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor; and (ii) with respect to any Investment Related Property, no Grantor shall permit Article 8 of the issuer. In UCC to govern the event any such Investment Related Property is acquired after and shall not permit the date hereof, the applicable Grantor shall deliver to the Collateral Agent a completed Pledge Supplement, duly executed by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related PropertyProperty to be certificated or otherwise evidenced by a “security certificate” (as defined in Article 8 of the UCC), unless, in each case, to such Grantor complies with the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest applicable provisions of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c)4.4.1.

Delivery and Control. Subject to the Intercreditor Agreement, (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights and which is included in the Collateral it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4.4.1(b) on or before the date hereof and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor and which is included in Subsidiariesthe Collateral, it shall comply with the provisions of this Section 4.4.1(b) within (10) Business Days upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Agent. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument “instrument” with the value in excess of $1,000,000 (other than any Investment Related Property credited to a Securities Account)) and which is included in the Collateral, such Grantor it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account)) and which is included in the Collateral, such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer. In the event any such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver issuer or (ii) execute a control agreement reasonably acceptable to the Collateral Agent a completed Pledge SupplementAgent), duly executed pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security (such instructions only to be given upon an Event of Default that is continuing in accordance with Section 7 hereof) without further consent by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. Subject to the Intercreditor Agreement, (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4.04(b) on or before the Closing Date and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.04(b) promptly after acquiring rights therein, in Subsidiaries) each case in form and substance reasonably satisfactory to the Collateral Agent. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the First Lien Collateral Agent or the Collateral Agent, as applicable, in accordance with the Intercreditor Agreement, indorsed in blank by an “effective indorsementendorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security which is a Subsidiary, and shall use commercially reasonable efforts to cause any issuer of such uncertificated security which is not a Subsidiary, to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer. In the event any such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver issuer or (ii) execute an uncertificated securities control agreement in a form to be approved by the Collateral Agent a completed Pledge Supplementin its reasonable discretion, duly executed pursuant to which such issuer agrees, after the occurrence and during the continuance of an Event of Default, to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. Subject (i) Each Grantor agrees that with respect to any Collateral that is Investment Related Property in which it currently has rights it shall comply with the Intercreditor Agreement, provisions of this Section 4.04(b) on or before the Closing Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of any Grantor constituting Collateral this Section 4.04(b) immediately upon acquiring rights therein, in an amount each case in excess of $10,000,000 (which limitation shall not apply form and substance reasonably satisfactory to the Administrative Agent. With respect to any Equity Interests in Subsidiaries) Investment Related Property that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Administrative Agent, indorsed in blank by an “effective indorsementendorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such Grantor individually with a value in excess of $250,000 or in the aggregate with a value in excess of $250,000, it shall cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Administrative Agent as the registered owner thereof on the books and records of the issuer. In issuer or (ii) execute an agreement substantially in the event any such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver form of Exhibit B hereto (or other form reasonably satisfactory to the Collateral Agent a completed Pledge SupplementAdministrative Agent), duly executed pursuant to which such issuer agrees to comply with the Administrative Agent’s instructions with respect to such uncertificated security without further consent by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case. Notwithstanding the foregoing, to the extent otherwise required any Post-Closing Term Loan Indebtedness permitted under the Credit Agreement (including any extension, refinancing, renewal or replacement of any of such Indebtedness permitted by Section 6.01(j) of the Credit Agreement; provided) is outstanding, that it is understood and agreed that, notwithstanding the foregoingCollateral under this Section 4.04(b) constitutes Term Loan Priority Collateral, the security interest foregoing requirements for control shall be deemed satisfied if the collateral agent (or its agents or bailees) in respect of any such Post-Closing Term Loan Indebtedness shall have control (within the Collateral Agent shall attach to all meaning of any applicable legal requirement for perfection) over such Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c)Property.

Delivery and Control. Subject to Sections 1.04(g), (h) and (i) herein, each Grantor agrees that with respect to (i) any Investment Related Property constituting Collateral in which it currently has rights it shall comply with the Intercreditor Agreement, provisions of this Section 3.03(c) on or before the Issue Date and (ii) with respect to any Investment Related Property of any Grantor constituting Collateral in an amount in excess hereafter acquired by such Grantor it shall comply with the provisions of $10,000,000 (which limitation shall not apply this Section 3.03(c) within ten days after acquiring rights therein. With respect to any Equity Interests in Subsidiaries) Investment Related Property constituting Collateral that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such Grantor it shall use commercially reasonable efforts to cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuerissuer or (ii) execute an Uncertificated Securities Control Agreement pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. In the event With respect to any such Investment Related Property is acquired after consisting of Securities Accounts, Securities Entitlements or Commodities Accounts (other than to the date hereofextent constituting Excluded Property), it shall use commercially reasonable efforts to cause the applicable Grantor shall deliver securities intermediary maintaining such Securities Account, Securities Entitlements or Commodities Accounts to execute a Securities Account Control Agreement (or, in the case of Commodities Accounts, a substantially similar agreement in form and substance reasonably acceptable to the Collateral Agent a completed Pledge Supplement, duly executed Agreement) pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” during the continuance of an Event of Default without further consent by such Grantor, together with all applicable supplements . With respect to Schedules thereto, reflecting such new any Investment Related Property, in each case, Property that is a “Deposit Account” (other than to the extent otherwise required by constituting Excluded Property), it shall use commercially reasonable efforts to cause the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of depositary institution maintaining such account to enter into a Deposit Account Control Agreement pursuant to which the Collateral Agent shall attach have “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Issue Date, as soon as practicable and in no event later than the date that is sixty days (or in the case of Deposit Accounts, ninety days) after the Issue Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Issue Date, as of or prior to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure deposit or transfer of any Grantor to deliver a Pledge Supplement as required herebysuch Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. Notwithstanding anything to the contrary in the foregoingcontrary, in no event Grantor shall any Grantor be required to deliver take any actions hereunder with respect to any Securities Account or Deposit Account to the extent such Securities Account and/or Deposit Account constitutes Excluded Property. During the continuance of an Event of Default, the Collateral Agent shall (acting at the written direction of Holders owning a majority of the aggregate outstanding principal amount of the Notes), subject to the Intercreditor Agreement (if applicable), have the right, with prior written notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, during the continuance of an Event of Default the Collateral Agent shall (acting at the written direction of Holders owning a majority of the aggregate outstanding principal amount of the Notes), subject to the Intercreditor Agreement (if applicable), have the right at any time, without notice to any Grantor, to exchange any certificates or Instruments evidencing instruments representing any Excluded Capital Stock Investment Related Property for certificates or Excluded Assets pursuant to this Section 4.4(c)instruments of smaller or larger denominations.

Delivery and Control. Subject to the Intercreditor Agreement, Each Grantor agrees that with respect to any Investment Related Property of any Grantor constituting Collateral in an amount with a value in excess of $10,000,000 2,000,000 individually in which it has rights as of the Closing Date, it shall comply with the provisions of this Section 4.4.1(b) on or before the Closing Date (which limitation shall not apply or such longer period as may be agreed to in writing by Collateral Agent in its sole discretion) and with respect to any Equity Interests Investment Related Property with a value in Subsidiariesexcess of $2,000,000 individually hereafter acquired or certificated by such Grantor, it shall comply with the provisions of this Section 4.4.1(b) promptly, and in any event within thirty (30) Business Days after a Senior Officer of such Grantor obtains knowledge of such Grantor acquiring rights therein or certificating such Investment Related Property (or such longer period as may be agreed to in writing by Collateral Agent in its sole discretion). With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument with a value in excess of $2,000,000 individually to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property with a value in excess of $2,000,000 individually that is an Uncertificated Security “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such each Grantor shall notify Collateral Agent of such Investment Related Property and, upon Collateral Agent’s request, shall use commercially reasonable efforts to cause the issuer of such Uncertificated Security uncertificated security to either (A) register the Collateral Agent as the registered owner thereof on the books and records of the issuer. In issuer or (B) execute an agreement substantially in the event any form of Exhibit B hereto (with only such Investment Related Property is acquired after the date hereofchanges as may be approved by Collateral Agent, the applicable Grantor shall deliver acting in its reasonable discretion), pursuant to the which such issuer agrees to comply with Collateral Agent a completed Pledge Supplement, duly executed Agent’s instructions with respect to such uncertificated security without further consent by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it if no Event of Default has occurred and is understood and agreed thatcontinuing, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach agrees not to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor provide such instructions with respect to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c)such uncertificated security.

Delivery and Control. Subject to the Intercreditor Agreement, Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section on or before the Closing Date and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section immediately upon acquiring rights therein, in Subsidiaries) each case in form and substance satisfactory to the Secured Party. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument "instrument" (other than any Investment Related Property credited to a Securities Account)) it shall, such Grantor shall subject to the terms of the Intercreditor Agreement, cause such certificate or Instrument instrument to be delivered to the Collateral AgentSecured Party, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a "certificated security" for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security "uncertificated security" for purposes of the UCC (other than any Uncertificated Securities "uncertificated securities" credited to a Securities Account), such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security to either (i) register the First Lien Collateral Agent or the Secured Party, as applicable, in accordance with the Intercreditor Agreement as the registered owner thereof on the books and records of the issuer. In the event any such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver issuer or (ii) execute an agreement in form and substance satisfactory to the First Lien Collateral Agent a completed Pledge Supplementor the Secured Party, duly executed as applicable, in accordance with the Intercreditor Agreement, pursuant to which such issuer agrees to comply with the First Lien Collateral Agent or the Secured Party's, as applicable, in accordance with the Intercreditor Agreement instructions with respect to such uncertificated security without further consent by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. Subject to the Intercreditor Agreement, (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4.04(b) on or before the Credit Date and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.04(b) promptly after acquiring rights therein, in Subsidiaries) each case in form and substance reasonably satisfactory to the Collateral Agent. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsementendorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security which is a Subsidiary, and shall use commercially reasonable efforts to cause any issuer of such uncertificated security which is not a Subsidiary, to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer. In the event any such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver issuer or (ii) execute an uncertificated securities control agreement in a form to be approved by the Collateral Agent a completed Pledge Supplementin its reasonable discretion, duly executed pursuant to which such issuer agrees, after the occurrence and during the continuance of an Event of Default, to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. Subject to the Intercreditor Agreement, Each Grantor agrees that with respect to any Investment Related Property of any Grantor constituting that is Collateral in an amount in excess which such Grantor currently has rights (other than Receivables Contracts, to the extent not required to be delivered by Section 4.3(b)) such Grantor shall comply with the provisions of $10,000,000 (which limitation shall not apply this Section 4.4.5(b) on or before the Effective Date and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor (other than Receivables Contracts, to the extent not required to be delivered by Section 4.3(b)) such Grantor shall comply with the provisions of this Section 4.4.5(b) promptly upon acquiring rights therein, in Subsidiaries) each case in form and substance satisfactory to the Administrative Agent. With respect to any Investment Related Property that is (A) (Collateral that is represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities AccountAccount and other than Receivables Contracts, to the extent not required to be delivered by Section 4.3(b)), such Grantor shall cause such certificate or Instrument instrument to be delivered to the Collateral Administrative Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is Collateral that is an Uncertificated Security “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities AccountAccount and other than Receivables Contracts, to the extent not required to be delivered by Section 4.3(b)), such Grantor shall cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Administrative Agent as the registered owner thereof on the books and records of the issuer. In the event any such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver issuer or (ii) execute an agreement in form and substance satisfactory to the Collateral Agent a completed Pledge SupplementAdministrative Agent, duly executed pursuant to which such issuer agrees to comply with the Administrative Agent’s instructions with respect to such uncertificated security without further consent by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. Subject to the Intercreditor Agreement, Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4.4(b) on or before the Closing Date and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4(b) immediately upon acquiring rights therein, in Subsidiaries) each case in form and substance satisfactory to Collateral Agent. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument "instrument" (other than any Investment Related Property credited to a Securities Account), such Grantor and subject to the limitations set forth in Section 2.2 hereof, it shall cause such certificate or Instrument instrument to be delivered to Collateral Agent (in accordance with the Collateral Agentterms of the Intercreditor Agreement to the extent then in effect), indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a "certificated security" for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security "uncertificated security" for purposes of the UCC (other than any Uncertificated Securities "uncertificated securities" credited to a Securities Account), such Grantor and subject to the limitations set forth in Section 2.2 hereof, it shall cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuerissuer or (ii) execute an agreement substantially in the form of Exhibit B hereto, pursuant to which such issuer agrees to comply with Collateral Agent's instructions with respect to such uncertificated security without further consent by such Grantor (in each case subject to the terms of the Intercreditor Agreement to the extent then in effect). In addition to the event foregoing, if any such issuer of any Investment Related Property is acquired after located in a jurisdiction outside the date hereofUnited States, the applicable each Grantor shall deliver take such additional actions, including, without limitation, causing the issuer to register the Collateral Agent a completed Pledge Supplement, duly executed by pledge on its books and records or making such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Propertyfilings or recordings, in each casecase as may be necessary or advisable, under the laws of such issuer's jurisdiction to insure the extent otherwise required by the Credit Agreement; providedvalidity, that it is understood perfection and agreed that, notwithstanding the foregoing, priority of the security interest of Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent shall attach have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property constituting to its name or the name of its nominee or agent. In addition, Collateral immediately upon Agent (subject to and in accordance with the terms of the Intercreditor Agreement to the extent then in effect) shall have the right at any time, without notice to any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor , to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver exchange any certificates or Instruments evidencing instruments representing any Excluded Capital Stock Investment Related Property for certificates or Excluded Assets pursuant to this Section 4.4(c)instruments of smaller or larger denominations.

Delivery and Control. Subject to Sections 1.04(g), (h) and (i) herein, each Grantor agrees that with respect to (i) any Investment Related Property in which it currently has rights it shall comply with the Intercreditor Agreement, provisions of this Section 3.03(c) on or before the Issue Date and (ii) with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 3.03(c) within ten days after acquiring rights therein. With respect to any Equity Interests in Subsidiaries) Investment Related Property that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such Grantor it shall use commercially reasonable efforts to cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuerissuer or (ii) execute an Uncertificated Securities Control Agreement pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. In the event With respect to any such Investment Related Property is acquired after consisting of Securities Accounts, Securities Entitlements or Commodities Accounts (other than to the date hereofextent constituting Excluded Property), it shall use commercially reasonable efforts to cause the applicable Grantor shall deliver securities intermediary maintaining such Securities Account, Securities Entitlements or Commodities Accounts to execute a Securities Account Control Agreement (or, in the case of Commodities Accounts, a substantially similar agreement in form and substance reasonably acceptable to the Collateral Agent a completed Pledge Supplement, duly executed Agreement) pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” during the continuance of an Event of Default without further consent by such Grantor, together with all applicable supplements . With respect to Schedules thereto, reflecting such new any Investment Related Property, in each case, Property that is a “Deposit Account” (other than to the extent otherwise required by constituting Excluded Property), it shall use commercially reasonable efforts to cause the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of depositary institution maintaining such account to enter into a Deposit Account Control Agreement pursuant to which the Collateral Agent shall attach have “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Issue Date, as soon as practicable and in no event later than the date that is sixty days (or in the case of Deposit Accounts, ninety days) after the Issue Date and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the Issue Date, as of or prior to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure deposit or transfer of any Grantor to deliver a Pledge Supplement as required herebysuch Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. Notwithstanding anything to the contrary in the foregoingcontrary, in no event Grantor shall any Grantor be required to deliver take any actions hereunder with respect to any Securities Account or Deposit Account to the extent such Securities Account and/or Deposit Account constitutes Excluded Property. During the continuance of an Event of Default, the Collateral Agent shall (acting at the written direction of Holders owning a majority of the aggregate outstanding principal amount of the Notes), subject to the Intercreditor Agreement (if applicable), have the right, with prior written notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, during the continuance of an Event of Default the Collateral Agent shall (acting at the written direction of Holders owning a majority of the aggregate outstanding principal amount of the Notes), subject to the Intercreditor Agreement (if applicable), have the right at any time, without notice to any Grantor, to exchange any certificates or Instruments evidencing instruments representing any Excluded Capital Stock Investment Related Property for certificates or Excluded Assets pursuant to this Section 4.4(c)instruments of smaller or larger denominations.

Delivery and Control. Subject to the Intercreditor Agreement, (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4.4.1(b) on or before the Credit Date and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) within fifteen (15) days of acquiring rights therein, in Subsidiaries) each case in form and substance reasonably satisfactory to the Collateral Agent. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument "instrument" (other than any Investment Related Property credited to a Securities Account), such Grantor Investment Related Property not yet required to be delivered pursuant to Section 5.18 of the Credit Agreement, and instruments in a principal amount in excess of $250,000 individually or $1,000,000 in the aggregate) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a "certificated security" for purposes of the UCC. With respect to any Investment Related Property issued by a subsidiary that is an Uncertificated Security "uncertificated security" for purposes of the UCC (other than any Uncertificated Securities "uncertificated securities" credited to a Securities Account), such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security to register execute an agreement substantially in the form of Exhibit B hereto, pursuant to which such issuer agrees to comply with the Collateral Agent as the registered owner thereof on the books and records of the issuerAgent's instructions with respect to such uncertificated security without further consent by such Grantor. In the event Each Grantor agrees that it shall not own or hold any such interest in any Investment Related Property issued by a mutual fund or any other open ended investment fund that is acquired after an "uncertificated security" for purposes of the date hereof, UCC in excess of $2,000,000 in the applicable Grantor aggregate unless it shall deliver have caused the issuer of such uncertificated security to execute an agreement substantially in the form of Exhibit B hereto or such form reasonably satisfactory to the Collateral Agent a completed Pledge SupplementAgent, duly executed pursuant to which such issuer agrees to comply with the Collateral Agent's instructions with respect to such uncertificated security without further consent by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. Subject to the Intercreditor Agreement, (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of any Grantor constituting Collateral this Section 4.4.1(b) in an amount in excess accordance with the timeline established by Section 5.15 of $10,000,000 (which limitation shall not apply the Credit Agreement and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) immediately upon acquiring rights therein, in Subsidiaries) each case in form and substance satisfactory to Collateral Agent. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security to register the execute an uncertificated securities control agreement in form and substance reasonably satisfactory to Collateral Agent as the registered owner thereof on the books and records Agent, pursuant to which such issuer agrees to comply with Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor; and (ii) with respect to any Investment Related Property, no Grantor shall permit Article 8 of the issuer. In UCC to govern the event any such Investment Related Property is acquired after and shall not permit the date hereof, the applicable Grantor shall deliver to the Collateral Agent a completed Pledge Supplement, duly executed by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related PropertyProperty to be certificated or otherwise evidenced by a “security certificate” (as defined in Article 8 of the UCC), unless, in each case, to such Grantor complies with the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest applicable provisions of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c)4.4.1.

Delivery and Control. Subject to the Intercreditor Agreement, (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4.4.1(b) on or before the date that is 10 Business Days after the Closing Date and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) within 10 Business Days after acquiring rights therein, in Subsidiaries) each case in form and substance satisfactory to the Collateral Agent. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument "instrument" (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-8 107 of the UCC) or (B) ), regardless of whether such certificate constitutes a "certificated security" for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security "uncertificated security" for purposes of the UCC (other than any Uncertificated Securities "uncertificated securities" credited to a Securities Account), such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuerissuer or (ii) execute an agreement substantially in the form of Exhibit B hereto, pursuant to which such issuer agrees to comply with the Collateral Agent's instructions with respect to such uncertificated security without further consent by such Grantor. In addition to the event foregoing, if any such issuer of any Investment Related Property is acquired after located in a jurisdiction outside of the date hereofUnited States, the applicable each Grantor shall deliver to take such additional actions as the Collateral Agent a completed Pledge Supplementmay request, duly executed by including, without limitation, causing the issuer to register the pledge on its books and records or making such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Propertyfilings or recordings, in each casecase as may be necessary or advisable, under the laws of such issuer's jurisdiction to insure the extent otherwise required by the Credit Agreement; providedvalidity, that it is understood perfection and agreed that, notwithstanding the foregoing, priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall attach have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent or to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations. Notwithstanding the foregoing, until such time as an Event of Default has occurred and is continuing and upon request of the Collateral Agent, no Grantor shall be required to (i) deliver to the Collateral Agent any Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition Pledged Debt if the face value of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary such item is less than $100,000 individually or $500,000 in the foregoingaggregate, (ii) obtain control agreements with respect to any Investment Account located in no event shall any Grantor be required a foreign jurisdiction, or (iii) obtain control agreements with respect to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c)Investment Accounts the balances of which are less than $100,000 in the aggregate.

Delivery and Control. Subject to the Intercreditor Agreement, Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4.4.1(b) on or before the Credit Date and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) within thirty (30) days of acquiring rights therein, in Subsidiaries) each case in form and substance satisfactory to the Revolving Collateral Agent. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument "instrument" (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Revolving Collateral Agent, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a "certificated security" for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security "uncertificated security" for purposes of the UCC (other than any Uncertificated Securities "uncertificated securities" credited to a Securities Account), such Grantor it shall cause the any issuer of such Uncertificated Security uncertificated security which is a Subsidiary, and shall use commercially reasonable efforts to cause any issuer of such uncertificated security which is not a Subsidiary, to either (i) register the Revolving Collateral Agent as the registered owner thereof on the books and records of the issuer. In issuer or (ii) execute an agreement substantially in the event form of Exhibit B hereto, pursuant to which such issuer agrees to comply (subject to the provisions thereof) with the Revolving Collateral Agent's instructions with respect to such uncertificated security without further consent by such Grantor, provided, however, that to the extent that any such Investment Related Property is acquired after constitutes Fixed Collateral, prior to the date hereofDischarge of Term Obligations, the applicable Grantor shall deliver satisfy the requirements of this subsection relating to delivery and control by establishing such control and delivering such property to, and registering as owner of any uncertificated securities, the Term Collateral Agent a completed Pledge Supplement, duly executed by such Grantor, together in accordance with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest terms of the Intercreditor Agreement, and by using commercially reasonable efforts to separately establish the Revolving Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c)Agent's independent control where possible.

Delivery and Control. Subject to the Intercreditor Agreement, Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it has complied with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4(b)(iii)(B) on or before the date hereof and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4(b)(iii)(B) immediately upon acquiring rights therein, in Subsidiaries) each case in form and substance reasonably satisfactory to the Collateral Agent. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument "instrument" (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a certificated security" for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security "uncertificated security" for purposes of the UCC (other than any Uncertificated Securities "uncertificated securities" credited to a Securities Account), such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuerissuer or (ii) execute an agreement in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which such issuer agrees to comply with the Collateral Agent's instructions with respect to such uncertificated security without further consent by such Grantor. In Without limiting the event any such Investment Related Property is acquired after the date hereofforegoing, the applicable Grantor promptly upon acquisition of each of ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ Erie, MSW Holdings shall deliver to the Collateral Agent a completed Pledge Supplement, duly executed by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in certificates evidencing the membership interests of each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood of ▇▇▇▇ ▇▇▇▇▇▇ and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c)Duke Erie.

Delivery and Control. Subject to the Intercreditor Agreement, Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights, it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4.4.1(b) on or before the Closing Date and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) within the later of (i) ninety (90) days after the Closing Date and (ii) thirty (30) days of acquiring rights therein (or such later date as may be agreed in Subsidiaries) writing by the Revolving Collateral Agent in its reasonable discretion), in each case in form and substance reasonably satisfactory to the Revolving Collateral Agent. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Revolving Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security “uncertificated security” as defined in Section 8-102 of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such ) each Grantor shall cause the any issuer of such Uncertificated Security uncertificated securities to register execute and deliver a control agreement with respect to such uncertificated securities in form and substance reasonably satisfactory to the Revolving Collateral Agent as Agent, pursuant to which such issuer agrees to comply (subject to the registered owner thereof on provisions thereof) with the books and records of Revolving Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor, provided, however, that to the issuer. In the event extent that any such Investment Related Property is acquired after constitutes Term Priority Collateral, prior to the date hereofDischarge of Term Obligations, the applicable Grantor shall deliver satisfy the requirements of this subsection (b) relating to delivery and control by establishing such control and delivering such property to the Term Collateral Agent a completed Pledge Supplement, duly executed by such Grantor, together in accordance with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest terms of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein Term Security Agreement and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c)Intercreditor Agreement.

Delivery and Control. Subject to the Intercreditor Agreement, Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4.4.1(b) on or before the Credit Date and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) within thirty (30) days of acquiring rights therein, in Subsidiaries) each case in form and substance satisfactory to the Term Collateral Agent. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument "instrument" (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Revolving Collateral Agent, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a "certificated security" for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security "uncertificated security" for purposes of the UCC (other than any Uncertificated Securities "uncertificated securities" credited to a Securities Account), such Grantor it shall cause the any issuer of such Uncertificated Security uncertificated security which is a Subsidiary, and shall use commercially reasonable efforts to cause any issuer of such uncertificated security which is not a Subsidiary, to either (i) register the Term Collateral Agent as the registered owner thereof on the books and records of the issuer. In issuer or (ii) execute an agreement substantially in the event form of Exhibit B hereto, pursuant to which such issuer agrees to comply (subject to the provisions thereof) with the Term Collateral Agent's instructions with respect to such uncertificated security without further consent by such Grantor, provided, however, that to the extent that any such Investment Related Property is acquired after constitutes Liquid Collateral, prior to the date hereofDischarge of Revolving Obligations, the applicable Grantor shall deliver satisfy the requirements of this subsection relating to delivery and control by establishing such control and delivering such property to the Revolving Collateral Agent a completed Pledge Supplement, duly executed by such Grantor, together in accordance with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest terms of the Intercreditor Agreement, and by using commercially reasonable efforts to separately establish the Term Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c)Agent's independent control where possible.

Delivery and Control. Subject to the Intercreditor Agreement, Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights, it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4.4.1(b) on or before the Closing Date and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) within the later of (i) ninety (90) days after the Closing Date and (ii) thirty (30) days of acquiring rights therein (or such later date as may be agreed in Subsidiaries) writing by the Term Collateral Agent in its reasonable discretion), in each case in form and substance reasonably satisfactory to the Term Collateral Agent. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Term Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security “uncertificated security” as defined in Section 8-102 of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such ) each Grantor shall cause the any issuer of such Uncertificated Security uncertificated securities to register execute and deliver a control agreement with respect to such uncertificated securities in form and substance reasonably satisfactory to the Term Collateral Agent as Agent, pursuant to which such issuer agrees to comply (subject to the registered owner thereof on provisions thereof) with the books and records of Term Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor, provided, however, that to the issuer. In the event extent that any such Investment Related Property is acquired after constitutes Revolving Priority Collateral, prior to the date hereofDischarge of Revolving Obligations, the applicable Grantor shall deliver satisfy the requirements of this subsection (b) relating to delivery and control by establishing such control and delivering such property to the Revolving Collateral Agent a completed Pledge Supplement, duly executed by such Grantor, together in accordance with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest terms of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein Revolving Security Agreement and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c)Intercreditor Agreement.

Delivery and Control. Subject to the Intercreditor Agreement, with With respect to any Investment Related Property of any Grantor constituting that is Collateral in an amount in excess of $10,000,000 (which limitation shall not apply to any Equity Interests in Subsidiaries) that is (Aa) (represented by a certificate or (b) that is an Instrument “instrument” (other than (i) any Investment Related Property credited to a Securities Account, (ii) instruments generated by casino patrons in the ordinary course of gaming activities, (iii) Investment Related Property constituting Pledged Debt with an aggregate value of less than $500,000 and (iv) checks received in the ordinary course of business), such Grantor it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is Collateral that is an Uncertificated Security “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such Grantor it shall use reasonable commercial efforts to cause the issuer of such Uncertificated Security uncertificated security to either (A) register the Collateral Agent as the registered owner thereof on the books and records of the issuerissuer or (B) execute an agreement substantially in the form of Exhibit B, pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. In Until the event Secured Obligations have been paid in full and subject to the Intercreditor Agreement, any such obligation of Pledgor in this Agreement that requires (or any representation or warranty hereunder to the extent that it would have the effect of requiring) delivery of any certificate or instruments representing any Investment Related Property that is acquired after the date hereofrepresented by a certificate or that is an “instrument” (including any endorsements related thereto), the applicable Grantor shall deliver any other Instrument (including any endorsements related thereto) or any Chattel Paper to the Collateral Agent a completed Pledge Supplementshall be deemed complied with and satisfied (or, duly executed by in the case of any representation or warranty hereunder, shall be deemed to be true) if such Grantor, together with all applicable supplements to Schedules thereto, reflecting delivery of such new Investment Related Property, in each caseother Instrument or Chattel Paper is made to, to the extent otherwise required by the Credit Agreement; provided, that it or such possession is understood and agreed that, notwithstanding the foregoingwith, the security interest of the Term Loan Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c)Agent.

Delivery and Control. Subject to the Intercreditor Agreement, (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4.4(b) on or before the Credit Date and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4(b) within thirty (30) days of acquiring rights therein, in Subsidiaries) each case in form and substance satisfactory to the Collateral Agent. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument "instrument" (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a "certificated security" for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security "uncertificated security" for purposes of the UCC (other than any Uncertificated Securities "uncertificated securities" credited to a Securities Account), such Grantor it shall cause the any issuer of such Uncertificated Security uncertificated security which is a Subsidiary, and shall use commercially reasonable efforts to cause any issuer of such uncertificated security which is not a Subsidiary, to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer. In issuer or (ii) execute an agreement substantially in the event any form of Exhibit B hereto, pursuant to which such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver issuer agrees to comply with the Collateral Agent a completed Pledge Supplement, duly executed Agent's instructions with respect to such uncertificated security without further consent by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. Subject to the Intercreditor Agreement, Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 3.4(c) on or before the Closing Date and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 3.4(c) promptly upon acquiring rights therein, in Subsidiaries) each case in form and substance satisfactory to the Collateral Agent. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor Account and other than any “uncertificated securities” of any Subsidiary of the Borrower) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuerissuer or (ii) execute an agreement substantially in the form of Exhibit B hereto, pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. The Collateral Agent agrees that it shall have the right to deliver such instructions if and only if an Event of Default has occurred and is continuing. With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. The Collateral Agent agrees that it shall have the right to deliver such entitlement orders or any notice of sole control if and only if an Event of Default has occurred and is continuing. With respect to any Investment Related Property that is a “Deposit Account” identified on Schedule 3.4 (as such schedule may be amended or supplemented from time to time), it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law) and “control” (as defined in Section 9-104 of Article 9 of the UCC) over such Deposit Account. The Collateral Agent agrees that it shall have the right to exercise such dominion and control if and only if an Event of Default has occurred and is continuing. In addition to the event foregoing, if any such issuer of any Investment Related Property is acquired after located in a jurisdiction outside of the date hereofUnited States, the applicable each Grantor shall deliver take such additional actions, including, without limitation, causing the issuer to register the Collateral Agent a completed Pledge Supplement, duly executed by pledge on its books and records or making such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Propertyfilings or recordings, in each casecas e as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the extent otherwise required by the Credit Agreement; providedvalidity, that it is understood perfection and agreed that, notwithstanding the foregoing, priority of the security interest of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall attach have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property constituting to its name or the name of its nominee or agent. In addition, the Collateral immediately Agent shall have the right upon the occurrence and during the continuance of an Event of Default, without notice to any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor , to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver exchange any certificates or Instruments evidencing instruments representing any Excluded Capital Stock Investment Related Property for certificates or Excluded Assets pursuant to this Section 4.4(c)instruments of smaller or larger denominations.

Delivery and Control. Subject to the Intercreditor Agreement, (i) Each Grantor agrees that with respect to any Investment Related Property of any Grantor constituting that is included in the Collateral in an amount with a value in excess of $10,000,000 100,000 individually or $300,000 in the aggregate (except with respect to any Investment Related Property issued by a Grantor or any Subsidiary of a Grantor, as to which limitation such threshold shall not apply apply, and excluding Cash Equivalents) in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) no later than 60 days following the Closing Date and with respect to any Equity Interests in Subsidiaries) Investment Related Property hereafter acquired by such Grantor that is (Aincluded in the Collateral it shall comply with the provisions of this Section 4.4.1(b) (no later than 30 days after acquiring rights therein, in each case in form and substance satisfactory to the Administrative Agent. With respect to any Investment Related Property that is included in the Collateral and that is represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Administrative Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such Grantor it shall use commercially reasonable efforts to cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Administrative Agent as the registered owner thereof on the books and records of the issuer. In the event any such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver issuer or (ii) execute an agreement in form and substance reasonably acceptable to the Collateral Agent a completed Pledge SupplementAdministrative Agent, duly executed pursuant to which such issuer agrees to comply with the Administrative Agent’s instructions with respect to such uncertificated security without further consent by such Grantor; provided, together with all applicable supplements to Schedules theretohowever, reflecting such new Investment Related Property, in each case, that to the extent otherwise required each interest in any limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder is a “security” within the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest meaning of Article 8 of the Collateral Agent UCC and is governed by Article 8 of the UCC, such interest shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c)certificated.

Delivery and Control. Subject to the Intercreditor Agreement, Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4.4.1(b) on or before the Closing Date and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) promptly, but in Subsidiariesany event within three (3) Business Days, upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral Agent. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument "instrument" (other than any Investment Related Property credited to a Securities Account), such Grantor Account which is subject to a valid Securities Account Control Agreement) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC) or (B) an Uncertificated Security (other than any Uncertificated Securities credited to a Securities Account), regardless of whether such Grantor shall certificate constitutes a "certificated security" for purposes of the UCC, and shall, at the request of the Collateral Agent, cause the issuer of such Uncertificated Security Investment Related Property to register the Collateral Agent as the registered owner thereof on the books and records of the issuer. In the event With respect to any such Investment Related Property that is acquired after an "uncertificated security" for purposes of the date hereofUCC (other than any "uncertificated securities" credited to a Securities Account which is subject to a valid Securities Account Control Agreement), it shall cause the applicable Grantor shall deliver issuer of such uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute a control agreement in form and substance reasonably satisfactory to the Collateral Agent a completed Pledge SupplementAgent, duly executed pursuant to which such issuer agrees to comply with the Collateral Agent's instructions with respect to such uncertificated security without further consent by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. Subject to the Intercreditor Agreement, Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it has complied with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4(b)(iii)(B) on or before the date hereof and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4(b)(iii)(B) immediately upon acquiring rights therein, in Subsidiaries) each case in form and substance reasonably satisfactory to the Collateral Agent. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument "instrument" (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a certificated security" for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security "uncertificated security" for purposes of the UCC (other than any Uncertificated Securities "uncertificated securities" credited to a Securities Account), such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuerissuer or (ii) execute an agreement in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which such issuer agrees to comply with the Collateral Agent's instructions with respect to such uncertificated security without further consent by such Grantor. In Without limiting the event any such Investment Related Property is acquired after the date hereofforegoing, the applicable Grantor promptly upon acquisition of UAE II, MSW Energy II shall deliver to the Collateral Agent a completed Pledge Supplement, duly executed by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to certificates evidencing the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest capital stock of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c)UAE II.

Delivery and Control. Subject to the Intercreditor Agreement, Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4.4.1(b) on or before the Closing Date and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) immediately upon acquiring rights therein, in Subsidiaries) each case in form and substance satisfactory to the Collateral Agent. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuerissuer or (ii) execute an uncertificated securities agreement in form and substance satisfactory to the Collateral Agent, pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. In addition to the event foregoing, and sub jet to the terms hereunder, if any such issuer of any Investment Related Property that is acquired after included in the date hereofCollateral is located in a jurisdiction outside of the United States, the applicable each Grantor shall deliver take such additional actions, including, without limitation, causing the issuer to register the Collateral Agent a completed Pledge Supplement, duly executed by pledge on its books and records or making such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Propertyfilings or recordings, in each casecase as may be reasonably necessary or advisable, under the laws of such issuer’s jurisdiction to insure the extent otherwise required by the Credit Agreement; providedvalidity, that it is understood perfection and agreed that, notwithstanding the foregoing, priority of the security interest of the Collateral Agent. Upon the occurrence of an Event of Default, the Collateral Agent shall attach have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property constituting to its name or the name of its nominee or agent. In addition, the Collateral immediately upon Agent shall have the right at any time, without notice to any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor , to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver exchange any certificates or Instruments evidencing instruments representing any Excluded Capital Stock Investment Related Property for certificates or Excluded Assets pursuant to this Section 4.4(c)instruments of smaller or larger denominations.

Delivery and Control. Subject to the Intercreditor Agreement, Each Grantor agrees that with respect to any Investment Related Property of any Grantor constituting Collateral in an amount with a value in excess of $10,000,000 (500,000 individually or $1,000,000 in the aggregate together with all such Investment Related Property in which limitation it currently has rights it shall not apply comply with the provisions of this Section 4.4.1(b) on or before the Closing Date and with respect to any Equity Interests Investment Related Property with a value in Subsidiariesexcess of $500,000 hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) within 5 Business Days upon acquiring rights therein, in each case in form and substance satisfactory to the Collateral Agent (acting upon a Direction of the Requisite Lenders in their reasonable discretion). With respect to any Investment Related Property with a value in excess of $500,000 that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property with a value in excess of $500,000 that is an Uncertificated Security “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer. In issuer or (ii) execute an agreement substantially in the event any form of Exhibit B hereto, pursuant to which such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver issuer agrees to comply with the Collateral Agent a completed Pledge Supplement, duly executed Agent’s instructions with respect to such uncertificated security without further consent by such Grantor, together with all applicable supplements . In addition to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach with respect to all Investment Related Property constituting with a value in excess of $500,000 (including, without limitation, Investment Related Property acquired after the Closing Date), each Grantor shall deliver to Collateral immediately Agent (x) a duly executed irrevocable proxy coupled with an interest, in substantially the form of Exhibit C hereto (“Irrevocable Proxy”), (y) a duly acknowledged equity interest registration page, in blank, from each Issuer, substantially in the form of Exhibit D hereto, or otherwise in form and substance satisfactory to Collateral Agent (acting upon any Grantor’s acquisition a Direction of rights therein the Requisite Lenders) (“Registration Page”) and shall not be affected by the failure of any Grantor (z) cause each Issuer to execute and deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary pledge acknowledgement substantially in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(cform of Exhibit E hereto (“Pledge Acknowledgement”).

Delivery and Control. Subject (i) Each Grantor agrees that with respect to any Collateral or Holdings Pledged Collateral that is Investment Related Property in which it currently has rights it shall comply with the Intercreditor Agreement, provisions of this Section 4.04(b) on or before the Closing Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of any Grantor constituting Collateral this Section 4.04(b) immediately upon acquiring rights therein, in an amount each case in excess of $10,000,000 (which limitation shall not apply form and substance reasonably satisfactory to the Administrative Agent. With respect to any Equity Interests in Subsidiaries) Investment Related Property that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Administrative Agent, indorsed in blank by an “effective indorsementendorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such Grantor individually with a value in excess of $250,000 or in the aggregate with a value in excess of $250,000, it shall cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Administrative Agent as the registered owner thereof on the books and records of the issuerissuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or other form reasonably satisfactory to the Administrative Agent), pursuant to which such issuer agrees to comply with the Administrative Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. In Notwithstanding the event foregoing, so long as any obligations under the Term Loan Credit Agreement shall remain outstanding, the foregoing requirements for control shall be deemed satisfied if the Term Loan Collateral Agent (or its agents or bailees) shall have control (within the meaning of any applicable legal requirement for perfection) over such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver to the Collateral Agent a completed Pledge Supplement, duly executed by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).

Delivery and Control. Subject to the Intercreditor Agreement, (i) Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of any Grantor constituting Collateral in an amount in excess of $10,000,000 (which limitation shall not apply this Section 4.4.1(b) on or before the Credit Date and with respect to any Equity Interests Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) immediately upon acquiring rights therein, in Subsidiaries) each case in form and substance satisfactory to the Collateral Agent. With respect to any Investment Related Property that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security to either (A) register the Collateral Agent as the registered owner thereof on the books and records of the issuer. issuer or (B) execute an agreement substantially in the form of Exhibit A hereto, pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. (ii) In addition to the event foregoing, if any such issuer of any Investment Related Property is acquired after located in a jurisdiction outside of the date hereofUnited States, at the applicable written request of the Collateral Agent, each Grantor shall deliver take such reasonable additional actions, including, without limitation, causing the issuer to register the Collateral Agent a completed Pledge Supplement, duly executed by pledge on its books and records or making such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Propertyfilings or recordings, in each casecase as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the extent otherwise required by the Credit Agreement; providedvalidity, that it is understood perfection and agreed that, notwithstanding the foregoing, priority of the security interest of the Collateral Agent, subject to Permitted Liens. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall attach have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property constituting to its name or the name of its nominee or agent. In addition, the Collateral immediately Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default, upon instruction of the Required Lenders and without notice to any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor , to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver exchange any certificates or Instruments evidencing instruments representing any Excluded Capital Stock Investment Related Property for certificates or Excluded Assets pursuant to this Section 4.4(c)instruments of smaller or larger denominations.

Delivery and Control. Subject Each Grantor agrees that with respect to (i) any Investment Related Property in which it currently has rights (other than the Capital Stock) it shall comply with the provisions of this Section 3.04(c) on or before the Closing Date, (ii) with respect to the Intercreditor Agreement, Capital Stock it shall comply with the provisions of this Section 3.04(c) on or before the 31st day following the Closing Date and (iii) with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of any Grantor constituting this Section 3.04(c) within ten days upon acquiring rights therein, in each case in form and substance reasonably satisfactory to the Collateral in an amount in excess of $10,000,000 (which limitation shall not apply Agent. With respect to any Equity Interests in Subsidiaries) Investment Related Property that is (A) (represented by a certificate or that is an Instrument “instrument” (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security “uncertificated security” for purposes of the UCC (other than any Uncertificated Securities “uncertificated securities” credited to a Securities Account), such Grantor it shall use commercially reasonable efforts to cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuerissuer or (ii) execute an Uncertificated Securities Control Agreement pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor. In the event With respect to any such Investment Related Property consisting of Securities Accounts, Securities Entitlements or Commodities Accounts, it shall use commercially reasonable efforts to cause the securities intermediary maintaining such Securities Account, Securities Entitlements or Commodities Accounts to execute a Securities Account Control Agreement (or, in the case of Commodities Accounts, a substantially similar agreement in form and substance reasonably acceptable to the Collateral Agreement) pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” during the continuance of an Event of Default without further consent by such Grantor. With respect to any ­NY12534:167338.25 Investment Related Property that is a “Deposit Account,” it shall use commercially reasonable efforts to cause the depositary institution maintaining such account to enter into a Deposit Account Control Agreement pursuant to which the Collateral Agent shall have “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts that exist on the Closing Date, as soon as practicable and in no event later than October 31, 2006, or at such other reasonable period agreed to by the Collateral Agent and (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts that are created or acquired after the date hereofClosing Date, as of or prior to the applicable deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. In addition to the foregoing, if any issuer of any Investment Related Property having a fair market value in excess of $2,000,000 is located in a jurisdiction outside of the United States, each Grantor shall deliver take such reasonable additional actions, including using commercially reasonable efforts to cause the Collateral Agent a completed Pledge Supplement, duly executed by issuer to register the pledge on its books and records or making such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Propertyfilings or recordings, in each casecase as may be necessary under the laws of such issuer’s jurisdiction to insure the validity, to the extent otherwise required by the Credit Agreement; provided, that it is understood perfection and agreed that, notwithstanding the foregoing, priority of the security interest of the Collateral Agent. During the continuance of an Event of Default, the Collateral Agent shall attach have the right, with prior written notice to any Grantor, to transfer all or any portion of the Investment Related Property constituting to its name or the name of its nominee or agent. In addition, during the continuance of an Event of Default the Collateral immediately upon Agent shall have the right at any time, without notice to any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor , to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver exchange any certificates or Instruments evidencing instruments representing any Excluded Capital Stock Investment Related Property for certificates or Excluded Assets pursuant to this Section 4.4(c)instruments of smaller or larger denominations.

Delivery and Control. Subject to Each Grantor agrees that, except as otherwise permitted herein or in the Intercreditor Credit Agreement, with respect to any Investment Related Property in which it currently has rights it shall comply with the provisions of this Section 4.4.1(b) on or before the Credit Date and with respect to any Investment Related Property hereafter acquired by such Grantor constituting it shall comply with the provisions of this Section 4.4.1(b) immediately upon acquiring rights therein, in each case in form and substance reasonably satisfactory to Collateral in an amount in excess of $10,000,000 Agent; provided that (which limitation i) Grantors shall not apply be required to any Equity Interests in Subsidiariescomply with the provisions of this Section 4.4.1(b) with respect to the capital stock of Venusa de Mexico, S.A. de C.V., Star Guide, Ltd or Medis S.A. de C.V. until the date that is 30 days after the Closing Date, (ii) Grantors shall only be required to deliver certificate(s) evidencing 50% of the capital stock of Star Guide, Ltd. (indorsed as required below) until the date that is six months after the Closing Date, and (iii) Grantors shall not be required to deliver evidence of the pledge under German law of 65% of the equity interests in UTISFM Feinmechanik GmbH, a German limited liability company, until the date that is the earlier of (A) the first anniversary of the Closing Date and (B) 60 days after a determination by Grantors not to actively pursue the sale of UTISFM Feinmechanik GmbH or substantially all its assets. With respect to any Investment Related Property that is represented by a certificate or that is an Instrument "instrument" (other than any Investment Related Property credited to a Securities Account), such Grantor ) it shall cause such certificate or Instrument instrument to be delivered to the Collateral Agent, indorsed in blank by an “"effective indorsement” " (as defined in Section 8-107 of the UCC) or (B) ), regardless of whether such certificate constitutes a "certificated security" for purposes of the UCC. With respect to any Investment Related Property that is an Uncertificated Security "uncertificated security" for purposes of the UCC (other than any Uncertificated Securities "uncertificated securities" credited to a Securities Account), such Grantor it shall cause the issuer of such Uncertificated Security uncertificated security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer. In the event any issuer or (ii) execute an agreement in form and substance reasonably satisfactory to Collateral Agent, pursuant to which such Investment Related Property is acquired after the date hereof, the applicable Grantor shall deliver issuer agrees to the comply with Collateral Agent a completed Pledge Supplement, duly executed Agent's instructions with respect to such uncertificated security without further consent by such Grantor, together with all applicable supplements to Schedules thereto, reflecting such new Investment Related Property, in each case, to the extent otherwise required by the Credit Agreement; provided, that it is understood and agreed that, notwithstanding the foregoing, the security interest of the Collateral Agent shall attach to all Investment Related Property constituting Collateral immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a Pledge Supplement as required hereby. Notwithstanding anything to the contrary in the foregoing, in no event shall any Grantor be required to deliver any certificates or Instruments evidencing any Excluded Capital Stock or Excluded Assets pursuant to this Section 4.4(c).