Common use of Uncertificated Pledged Collateral Clause in Contracts

Uncertificated Pledged Collateral. (a) With respect to any Pledged Collateral owned by it, such Grantor will (i) take any actions necessary to cause the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral to take such action as the Collateral Agent may request and (ii) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary, use its commercially reasonable efforts to cause such securities intermediary to enter into a control agreement with the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent, giving the Collateral Agent Control over such Pledged Collateral. (b) Each Grantor further acknowledges and agrees that the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is a “security” within the meaning of Section 1 of the STA and governed by the PPSA and STA of the applicable jurisdiction. (c) In the event the interests in any limited liability company, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date such Grantor shall simultaneously therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledged.

Uncertificated Pledged Collateral. Such Grantor will cause the appropriate issuers (aand, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it, such Grantor will (i) will, for Subsidiary Pledged Collateral, take any actions necessary necessary, or for all other Pledged Collateral, use commercially reasonable efforts to cause (a) the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral to take such action as the Collateral Agent may request and (iib) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Administrative Agent or its bailee for perfection to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary, use its commercially reasonable efforts to cause such securities intermediary to enter into a control agreement with Securities Account Control Agreement giving the Administrative Agent or its bailee for perfection Control. Notwithstanding the foregoing, if any uncertificated securities constituting Collateral Agentare subsequently represented by certificates, in form and substance reasonably satisfactory such certificates shall be delivered to the Collateral Agent, giving the Collateral Administrative Agent Control over such Pledged Collateral. (b) or its bailee for perfection in accordance with Section 4.4. Each Grantor further acknowledges and agrees that the interests in any limited liability company or limited partnership issuer of uncertificated securities that is a Subsidiary pledged hereunder is a “security” within party hereto agrees that after the meaning occurrence and during the continuance of Section 1 an Event of Default it will comply with instructions of the STA and governed by the PPSA and STA of the applicable jurisdiction. (c) In the event the interests in any limited liability company, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date such Grantor shall simultaneously therewith provide the Collateral Administrative Agent with the information required respect to such uncertificated securities without further consent by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledgedGrantor.

Uncertificated Pledged Collateral. Such Grantor will permit the Collateral Agent from time to time to cause the appropriate issuers (aand, if held with a securities intermediary, such securities intermediary) With of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Agent granted pursuant to this Security Agreement. Within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its sole discretion) of the Closing Date, with respect to any Pledged Collateral owned by it, such Grantor will (i) take any actions necessary to cause (a) the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral to take such action as the Collateral Agent may request and (iib) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediaryintermediary (including in connection with a Securities Account), use on or within sixty (60) days (or such later date as may be agreed to by the Collateral Agent in its commercially reasonable efforts to sole discretion) of the Closing Date, cause such securities intermediary to enter into a control agreement with the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent, giving the Collateral Agent Control over such Pledged CollateralControl. (b) Each Grantor further acknowledges and agrees that the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is a “security” within the meaning of Section 1 of the STA and governed by the PPSA and STA of the applicable jurisdiction. (c) In the event the interests in any limited liability company, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date such Grantor shall simultaneously therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledged.

Uncertificated Pledged Collateral. (a) With respect Each Grantor will permit the Collateral Agent from time to any time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned not represented by it, certificates to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Agent granted pursuant to this Security Agreement. Each Grantor will (i) take any actions reasonably necessary to cause (a) the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral to take such action as the Collateral Agent may request and (iib) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such each Grantor will, with respect to any such Pledged Collateral held with a securities intermediary, use its commercially reasonable efforts to cause such securities intermediary to enter into a control agreement with the Collateral Agent, in form and substance reasonably satisfactory to the Collateral AgentAgents, giving the Collateral Agent Control over such Pledged CollateralControl. (b) Each Grantor further acknowledges hereby represents and agrees warrants that the interests Equity Interests in any a partnership and/or limited liability company (i) are not dealt in or traded on securities exchanges or in securities markets, (ii) are not "investment company securities" (as defined in Section 8-103(b) of the Uniform Commercial Code) and (iii) do not provide, in the related membership or partnership agreement, certificates, if any, representing such Equity Interests in a partnership and/or limited liability company or limited partnership otherwise, that is a Subsidiary pledged hereunder is a “security” within the meaning of Section 1 of the STA and they are securities governed by the PPSA and STA Uniform Commercial Code of the applicable any jurisdiction. (c) In Each Grantor hereby covenants and agrees that, without the event prior express written consent of the interests Collateral Agent, it will not agree to any election by any partnership or limited liability company to treat the Equity Interests in a partnership and/or limited liability company as securities governed by the Uniform Commercial Code of any jurisdiction and in any event will promptly notify the Collateral Agent in writing if the representation set forth in Section 4.5(b) hereof becomes untrue for any reason and, in such event, take such action as the Collateral Agent may request in order to establish the Collateral Agent's "control" (within the meaning of Section 8-106 of the Uniform Commercial Code) over such Equity Interests in a partnership and/or limited liability company, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date such Grantor shall simultaneously therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledged.

Uncertificated Pledged Collateral. The Grantors will permit the Collateral Agent from time to time to cause (subject to the terms of the Intercreditor Agreement) the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral with respect to which a Grantor owns 50% or more of the Equity Interests of the issuer of such Pledged Collateral not represented by certificates to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Agent granted pursuant to this Security Agreement. The Grantors will take any actions reasonably necessary to cause (a) With respect to any Pledged Collateral owned by it, such Grantor will (i) take any actions necessary to cause the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral with respect to take which a Grantor owns 50% or more of the Equity Interests of the issuer of such action as the Pledged Collateral Agent may request and (iib) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged CollateralCollateral (subject to the terms of the Intercreditor Agreement). Without limiting the foregoing, such each applicable Grantor willwill use its commercially reasonable efforts to cause, with respect to any such Pledged Collateral held with a securities intermediaryintermediary in an account with an aggregate asset value of $2,500,000 or more, use its commercially reasonable efforts to cause such securities intermediary to enter into a control agreement with the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent, giving the Collateral Agent Control over such Pledged Collateral. (b) Each Grantor further acknowledges and agrees that subject to the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is a “security” within the meaning of Section 1 terms of the STA and governed by the PPSA and STA of the applicable jurisdictionIntercreditor Agreement). (c) In the event the interests in any limited liability company, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date such Grantor shall simultaneously therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledged.

Uncertificated Pledged Collateral. (a) Such Grantor will permit the Collateral Agent from time to time to cause the appropriate issuers of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it, such Grantor will (i) take use any actions necessary commercially reasonable efforts to cause the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral to take such action as the Collateral Agent may request and (ii) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged Collateral. Without limiting . (b) Each Grantor acknowledges and agrees that each interest in any limited liability company or limited partnership that is a Domestic Guarantor Subsidiary pledged hereunder that is represented by a certificate, shall be a “security” within the foregoingmeaning of Article 8 of the New York UCC and governed by Article 8 of the Uniform Commercial Code of the applicable jurisdiction and, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary, use its commercially reasonable efforts to cause such securities intermediary to enter into a control agreement with unless otherwise approved by the Collateral Agent, in form shall at all times hereafter be represented by a certificate, which shall be a “security” within the meaning of Article 8 of the New York UCC and substance reasonably satisfactory to governed by Article 8 of the Collateral Agent, giving the Collateral Agent Control over Uniform Commercial Code of such Pledged Collateraljurisdiction. (bc) Each Grantor further acknowledges and agrees that (i) the interests in any limited liability company or limited partnership that is a Domestic Guarantor Subsidiary pledged hereunder is and not represented by a certificate shall not be a “security” within the meaning of Section 1 Article 8 of the STA New York UCC and shall not be governed by Article 8 of the PPSA and STA Uniform Commercial Code of the applicable jurisdictionjurisdiction and (ii) the Grantors shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the New York UCC or issue any certificate representing such interest (except that the Grantors may elect to so treat any such interest as a “security” and issue any certificate representing such interest if simultaneously therewith the applicable Grantor delivers such certificate to the Collateral Agent). (cd) In the event the interests in any limited liability company, company or limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date date hereof such Grantor shall simultaneously concurrently therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledged.

Uncertificated Pledged Collateral. Subject to the Intercreditor Agreement, such Grantor will permit the Administrative Agent from time to time to cause the appropriate Issuers (aand, if held with a Securities Intermediary, such Securities Intermediary) With of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Agreement. Subject to the Intercreditor Agreement, with respect to any Pledged Collateral owned by it, such Grantor will (i) take any actions necessary use its reasonable efforts to cause (a) the issuers (that are Subsidiaries of such Grantor) Issuers of uncertificated securities which are Pledged Collateral to take such action as the Collateral Agent may request and (iib) use commercially reasonable efforts to cause any securities intermediary Securities Intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Administrative Agent to have and retain Control (subject to the Intercreditor Agreement) over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediarySecurities Intermediary, use its commercially reasonable efforts to cause such securities intermediary Securities Intermediary to enter into a control agreement with the Collateral Administrative Agent, in form and substance reasonably satisfactory to the Collateral Administrative Agent, giving the Collateral Administrative Agent Control over such Pledged Collateral. (b) Each Grantor further acknowledges and agrees that the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is a “security” within the meaning of Section 1 of the STA and governed by the PPSA and STA of the applicable jurisdiction. (c) In the event the interests in any limited liability company, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date such Grantor shall simultaneously therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect subject to the uncertificated interests so pledgedIntercreditor Agreement).

Uncertificated Pledged Collateral. Such Grantor will permit the Administrative Agent from time to time to cause (asubject to the terms of the Term Loan/ABL Intercreditor Agreement) the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates, in each case with respect to which a Grantor owns more than 50% of the Capital Stock of the issuer of such uncertificated securities, to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it, such Grantor will (i) take any actions necessary to cause (a) the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral with respect to take which a Grantor owns more than 50% of the Capital Stock of the issuer of such action as the Collateral Agent may request uncertificated securities and (iib) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Administrative Agent to have and retain Control over such Pledged CollateralCollateral (subject to the terms of the Term Loan/ABL Intercreditor Agreement). Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediaryintermediary in an account with an aggregate asset value of $2,000,000 or more, use its commercially reasonable efforts to cause such securities intermediary to enter into a control agreement with the Collateral Administrative Agent, in form and substance reasonably satisfactory to the Collateral Administrative Agent, giving the Collateral Administrative Agent Control over such Pledged Collateral. (b) Each Grantor further acknowledges and agrees that subject to the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is a “security” within the meaning of Section 1 terms of the STA and governed by the PPSA and STA of the applicable jurisdictionTerm Loan/ABL Intercreditor Agreement). (c) In the event the interests in any limited liability company, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date such Grantor shall simultaneously therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledged.

Uncertificated Pledged Collateral. Such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers (aand, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it, such Grantor will (i) take any actions necessary to cause (a) the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral to take such action as Collateral, promptly upon the Collateral Agent may request Administrative Agent’s request, and (iib) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged Collateral, in each case, to cause the Collateral Administrative Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, promptly upon the Administrative Agent’s reasonable request, with respect to any such Pledged Collateral held with a securities intermediary, use its commercially reasonable efforts to cause such securities intermediary to enter into a control agreement with the Collateral Administrative Agent, in form and substance reasonably satisfactory to the Collateral Administrative Agent, giving the Collateral Administrative Agent Control over Control; provided, however, that no such Pledged Collateral. control agreement shall be required in respect of any Excluded Account or for the 90-day period (b) Each Grantor further acknowledges and agrees that the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is a “security” within the meaning of Section 1 of the STA and governed such longer period as agreed by the PPSA and STA of the applicable jurisdiction. (cAdministrative Agent in its sole discretion) In the event the interests in any limited liability company, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date such Grantor shall simultaneously therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledgedEffective Date.

Uncertificated Pledged Collateral. Subject to the terms of the ABL-Term Loan Intercreditor Agreement, such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers (aand, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Canadian Cross-Border Security Agreement. With respect to any Pledged Collateral owned by it, such Grantor will (i) take any necessary actions necessary requested by the Administrative Agent to cause (a) the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral to take such action as the Collateral Agent may request and (iib) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent to have and retain Control over such Pledged Collateral (or until the Term Loan Obligation Payment Date, to cause the Term Loan Agent to have and retain Control over such Pledged Collateral, in accordance with the terms of the ABL-Term Loan Intercreditor Agreement in the case of any Pledged Collateral constituting Term Loan Priority Collateral). Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary, use its commercially reasonable efforts to cause such securities intermediary to enter into a control agreement Control Agreement with the Collateral Administrative Agent, in form and substance reasonably satisfactory to the Collateral Administrative Agent, giving the Collateral Administrative Agent Control over (or until the Term Loan Obligation Payment Date, to enter into a Control Agreement with the Term Loan Agent in accordance with the terms of the ABL-Term Loan Intercreditor Agreement in the case of any Pledged Collateral constituting Term Loan Priority Collateral).To the extent that any issuer of uncertificated securities that constitute Pledged Collateral shall issue certificates for such Pledged Collateral, such Grantor will promptly notify the Administrative Agent and comply with the provisions of Section 4.4 with respect to such Pledged Collateral. (b) Each Grantor further acknowledges and agrees that the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is a “security” within the meaning of Section 1 of the STA and governed by the PPSA and STA of the applicable jurisdiction. (c) In the event the interests in any limited liability company, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date such Grantor shall simultaneously therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledged.

Uncertificated Pledged Collateral. Such Grantor will, as the Administrative Agent shall direct, cause the appropriate issuers (aand, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to either: (i) ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement, or (ii) cause the issuer to agree to comply with instructions from the Administrative Agent as to such uncertificated securities without further consent of such Grantor. With respect to any Pledged Collateral owned by it, such Grantor will (i) take any actions necessary to cause (a) the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral to take such action as the Collateral Agent may request and (iib) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Administrative Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral in excess of $5,000,000 (individually and in the aggregate) held with a securities intermediary, use its commercially reasonable efforts to cause such securities intermediary to enter into a control agreement with the Collateral Administrative Agent, in form and substance reasonably satisfactory to the Collateral Administrative Agent, giving the Collateral Administrative Agent Control over such Pledged CollateralControl. (b) Each Grantor further acknowledges and agrees that the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is a “security” within the meaning of Section 1 of the STA and governed by the PPSA and STA of the applicable jurisdiction. (c) In the event the interests in any limited liability company, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date such Grantor shall simultaneously therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledged.

Uncertificated Pledged Collateral. Subject to the terms of the ABL-Term Loan Intercreditor Agreement, such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers (aand, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to mark their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Canadian Security Agreement. With respect to any Pledged Collateral owned by it, such Grantor will (i) take any necessary actions necessary requested by the Administrative Agent to cause (a) the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral to take such action as the Collateral Agent may request and (iib) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent to have and retain Control over such Pledged Collateral (or until the Term Loan Obligation Payment Date, to cause the Term Loan Agent to have and retain Control over such Pledged Collateral, in accordance with the terms of the ABL-Term Loan Intercreditor Agreement in the case of any Pledged Collateral constituting Term Loan Priority Collateral). Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary, use its commercially reasonable efforts to cause such securities intermediary to enter into a control agreement Control Agreement with the Collateral Administrative Agent, in form and substance reasonably satisfactory to the Collateral Administrative Agent, giving the Collateral Administrative Agent Control over (or until the Term Loan Obligation Payment Date, to enter into a Control Agreement with the Term Loan Agent in accordance with the terms of the ABL-Term Loan Intercreditor Agreement in the case of any Pledged Collateral constituting Term Loan Priority Collateral).To the extent that any issuer of uncertificated securities that constitute Pledged Collateral shall issue certificates for such Pledged Collateral, such Grantor will promptly notify the Administrative Agent and comply with the provisions of Section 4.4 with respect to such Pledged Collateral. (b) Each Grantor further acknowledges and agrees that the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is a “security” within the meaning of Section 1 of the STA and governed by the PPSA and STA of the applicable jurisdiction. (c) In the event the interests in any limited liability company, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date such Grantor shall simultaneously therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledged.

Uncertificated Pledged Collateral. Such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers (aand, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to m▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it, such Grantor will (i) take any actions necessary to cause (a) the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral to take such action as the Collateral Agent may request Investment Property and (iib) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged CollateralInvestment Property, to cause the Collateral Administrative Agent to have and retain Control over such Pledged CollateralInvestment Property. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral Investment Property held with a securities intermediary, use its commercially reasonable efforts to cause such securities intermediary to enter into a control agreement covering the applicable Pledged Investment Property (each a “Securities Account Control Agreement”) with the Collateral Administrative Agent, in form and substance reasonably satisfactory to the Collateral Administrative Agent, giving the Collateral Administrative Agent Control over such Pledged Collateral. (b) Each Grantor further acknowledges and agrees that the interests in Control. At any limited liability company or limited partnership that time Availability is a Subsidiary pledged hereunder is a “security” within the meaning of Section 1 of the STA and governed by the PPSA and STA of less than $50,000,000, Administrative Agent shall provide notice to the applicable jurisdiction. (c) In the event the interests in any limited liability company, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date securities intermediaries that all Pledged Securities Accounts at such Grantor securities intermediary shall simultaneously therewith provide the Collateral Agent with the information required by be blocked and the applicable jurisdiction for securities intermediary shall act only upon the filing instruction of a financing statement (or an amendment to a financing statement) Administrative Agent with respect to such securities accounts. At any time that Administrative Agent provides a Notice of Exclusive Control (as defined in that certain Securities Account Control Agreement, dated as of the uncertificated interests so pledgeddate hereof, among State Street Bank and Trust Company (“State Street”), Administrative Agent, the Company and certain other parties thereto (the “State Street Control Agreement”)) under the State Street Control Agreement, all Investment Property of the Loan Parties held at State Street shall be immediately transferred to a securities account at Chase. Each Loan Party agrees from time to time to execute and deliver to Administrative Agent all agreements, documents or instruments necessary for Administrative Agent to effect the transfer of such Investment Property without the consent or approval of any other Person.

Uncertificated Pledged Collateral. (a) Such Grantor will use commercially reasonable efforts to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by itit on the Closing Date, such Grantor will (i) take any actions necessary use commercially reasonable efforts to cause (a) the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral to take such action as the Collateral Agent may request and (iib) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, (i) with respect to any such Pledged Collateral held with a securities intermediaryintermediary as of the Closing Date, use its commercially reasonable efforts to cause such securities intermediary intermediary, no later than 90 days after the Closing Date (or such later date as the Collateral Agent shall agree), to enter into a control agreement with the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent, giving the Collateral Agent Control over such and (ii) otherwise with respect to any Pledged Collateral. , prior to the opening or replacement of any Securities Account (bincluding the replacement of any Securities Account in place as of the Closing Date) Each Grantor further acknowledges or any applicable securities intermediary receiving any Pledged Collateral, enter into a control agreement with such securities intermediary and agrees that the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent, giving the Collateral Agent Control. With respect to any issuer of Pledged Collateral consisting of partnership interests in any or limited liability company interests in which the Grantor owns less than 100% of such Equity Interests, Grantor shall use its commercially reasonable efforts to cause the partnership agreement or limited partnership liability company agreement of such entity to be amended to include the following provision: “Notwithstanding any other provision of this agreement, in the event that is a Subsidiary pledged hereunder is a “security” within the meaning an Event of Section 1 Default shall have occurred under that certain Credit and Guarantee Agreement (as such Credit and Guarantee Agreement may be amended, modified, supplemented or restated from time to time) dated as of September 30, 2010 among Clopay ▇▇▇▇ True Temper Holding Corp., as Borrower, Clopay ▇▇▇▇ True Temper LLC, certain subsidiaries of the STA Borrower, ▇▇▇▇▇▇▇ Sachs Lending Partners LLC, as Administrative Agent and governed by Collateral Agent (together with its successors and assigns, the PPSA “Collateral Agent”), and STA of the applicable jurisdiction. (c) In the event the interests in any limited liability companylenders from time to time parties thereto, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date such Grantor shall simultaneously therewith provide and the Collateral Agent with the information required by the applicable jurisdiction for the filing shall exercise any of a financing statement (or an amendment to a financing statement) its rights and remedies with respect to equity interests in the uncertificated interests so pledgedcompany, then each [member][partner] hereby irrevocably consents to the transfer of any equity interest and all related management and other rights in the company to the Collateral Agent or any designee of the Collateral Agent. The Collateral Agent is a third-party beneficiary of this provision and this provision cannot be amended or repealed without the consent of the Collateral Agent until the Credit Agreement has been discharged in full.”

Uncertificated Pledged Collateral. (a) With respect to any Such Grantor will cause the issuers of Equity Interests which constitute Pledged Collateral owned by it, such Grantor will (i) take to comply with any actions necessary and all instructions originated by the Administrative Agent regarding such Equity Interests, notwithstanding anything to the contrary in any other agreement between such Grantor and such issuers. Such Grantor further agrees that it shall cause the issuers (that are Subsidiaries of Equity Interests which constitute Pledged Collateral owned by such Grantor not to certificate such Equity Interests or register any party other than such Grantor, another Grantor or the Administrative Agent or the Administrative Agent’s designee as the registered owner of any portion of such Grantor) of uncertificated securities which are Pledged Collateral Equity Interests, or allow any party other than the Administrative Agent or its designee to take such action as the Collateral Agent may request and (ii) use commercially reasonable efforts to cause any securities intermediary which is become the holder of any such Pledged CollateralEquity Interests or an entitlement thereto, in each case without the prior written consent of the Administrative Agent. (b) Such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to have and retain Control over such Pledged Collateralthis Security Agreement. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary, use its commercially reasonable efforts to cause such securities intermediary to enter into a control agreement with the Collateral Administrative Agent, in form and substance reasonably satisfactory to the Collateral Administrative Agent, giving the Collateral Administrative Agent Control over such Pledged CollateralControl. (bc) Each Grantor further that is an issuer of uncertificated securities which constitute Pledged Collateral hereby acknowledges and agrees that (i) the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is a Administrative Agent shall be deemed to have “securitycontrol” over such uncertificated securities within the meaning of Section 1 8-106 of the STA and governed UCC, (ii) such Grantor shall comply with all instructions originated by the PPSA Administrative Agent regarding such uncertificated securities, (iii) such Grantor shall market its books and STA records to reflect the Lien of the applicable jurisdictionAdministrative Agent in such uncertificated securities, and (iv) such Grantor shall not register any transfer of any portion of such uncertificated securities to any Person other than to another Grantor or to the Administrative Agent or the Administrative Agent’s designee. (cd) In Each of the event parties hereto acknowledges and agrees that this Security Agreement evidences the interests Administrative Agent’s “control” over all “uncertificated securities” and “investment property” constituting Pledged Collateral in any limited liability company, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date such Grantor shall simultaneously therewith provide the Collateral Agent accordance with the information required by applicable provisions of, and as such terms are defined in, Articles 8 and 9 of the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledgedUCC.

Uncertificated Pledged Collateral. Subject to the terms, conditions and provisions of the Intercreditor Agreement, such Grantor will permit the Noteholder Collateral Agent from time to time to cause the appropriate issuers (aand, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Noteholder Collateral Agent granted pursuant to this Agreement. With respect to any Pledged Collateral owned by it, upon the Noteholder Collateral Agent’s reasonable request, such Grantor will (i) take any actions necessary to cause (a) the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral to take such action as the Collateral Agent may request and (iib) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged CollateralCollateral (other than the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Account), to cause the Noteholder Collateral Agent to have and retain Control over such Pledged CollateralCollateral (subject to the terms, conditions and provisions of the Intercreditor Agreement). Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediaryintermediary (other than the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Account), use its commercially reasonable efforts to cause such securities intermediary to enter into a control agreement Securities Control Agreement with the Noteholder Collateral Agent, in form and substance reasonably satisfactory (subject to the Collateral Agentterms, giving the Collateral Agent Control over such Pledged Collateral. (b) Each Grantor further acknowledges conditions and agrees that the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is a “security” within the meaning of Section 1 provisions of the STA and governed by the PPSA and STA of the applicable jurisdictionIntercreditor Agreement). (c) In the event the interests in any limited liability company, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date such Grantor shall simultaneously therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledged.

Uncertificated Pledged Collateral. The Grantors will permit the Agent from time to time to cause (subject to the terms of the Intercreditor Agreement) the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral with respect to which the Grantors collectively own 50% or more of the Equity Interests of the issuer of such Pledged Collateral not represented by certificates to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Agent granted pursuant to this Security Agreement. The Grantors will take any actions reasonably necessary to cause (a) With respect to any Pledged Collateral owned by it, such Grantor will (i) take any actions necessary to cause the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral with respect to take which the Grantors collectively own 50% or more of the Equity Interests of the issuer of such action as the Collateral Agent may request Pledged Collateral, and (iib) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged CollateralCollateral (subject to the terms of the Intercreditor Agreement). Without limiting the foregoing, such each applicable Grantor willwill use its commercially reasonable efforts to cause, with respect to any such Pledged Collateral held with a securities intermediaryintermediary in an account with an aggregate asset value of $5,000,000 or more, use its commercially reasonable efforts to cause such securities intermediary to enter into a control agreement with the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent, giving the Collateral Agent Control over such Pledged Collateral. (b) Each Grantor further acknowledges and agrees that subject to the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is a “security” within the meaning of Section 1 terms of the STA and governed by the PPSA and STA of the applicable jurisdictionIntercreditor Agreement). (c) In the event the interests in any limited liability company, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date such Grantor shall simultaneously therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledged.

Uncertificated Pledged Collateral. Promptly following PBGC’s request to either Obligor (abut in the case of Spitz, only after payment of all Senior Obligations to BMT secured by Collateral described in this paragraph), such Obligor will permit PBGC from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) With of uncertificated securities or other types of Pledged Collateral owned by such Obligor not represented by certificates to ▇▇▇▇ its books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the lien of PBGC granted pursuant to this Security Agreement. Promptly following any such request, with respect to any Pledged Collateral owned by itsuch Obligor, such Grantor Obligor will (i) take any actions necessary to cause (1) the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral to take such action as the Collateral Agent may request Collateral, and (ii2) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent PBGC to have and retain Control over such Pledged Collateral. Without limiting the foregoing, promptly following any such Grantor request, such Obligor will, with respect to any such Pledged Collateral held with a securities intermediary, use its commercially reasonable efforts to cause such securities intermediary to enter into a control agreement with the Collateral AgentPBGC, in form and substance reasonably satisfactory to the Collateral AgentPBGC, giving the Collateral Agent Control over such Pledged CollateralPBGC Control. (b) Each Grantor further acknowledges and agrees that the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is a “security” within the meaning of Section 1 of the STA and governed by the PPSA and STA of the applicable jurisdiction. (c) In the event the interests in any limited liability company, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date such Grantor shall simultaneously therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledged.

Uncertificated Pledged Collateral. Such Grantor will permit the Collateral Agent from time to time to cause the appropriate issuers (aand, if held with a Securities Intermediary, such Securities Intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it, such Grantor will (ia) give prompt written notice to the Collateral Agent of the acquisition or existence of any uncertificated securities which are Pledged Collateral, and (b) take reasonable any actions necessary to cause (i) the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral to take such action as the Collateral Agent may request and (ii) use commercially reasonable efforts to cause any securities intermediary Securities Intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor (a) will, with respect to any such Pledged Collateral held with a securities intermediarySecurities Intermediary, use its commercially reasonable efforts give prompt written notice to the Collateral Agent of the existence of such Pledged Collateral and take all action necessary to cause such securities intermediary Securities Intermediary to enter into a control agreement Control Agreement with the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent, Agent giving the Collateral Agent Control over such Pledged Collateral. Collateral and any account into which such Pledged Collateral is deposited (a “Securities Account”), and (b) Each Grantor further acknowledges and agrees that the interests will not, at any time, permit uncertificated securities constituting Pledged Collateral with an aggregate fair market value in excess of $1,000,000 to be held in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is a “security” within the meaning of Section 1 of the STA and governed by the PPSA and STA of the applicable jurisdiction. (c) In the event the interests in any limited liability company, limited partnership or general partnership Securities Account not represented by a certificate are pledged by a Grantor hereunder after the Closing Date such Grantor shall simultaneously therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment subject to a financing statement) with respect to the uncertificated interests so pledgedControl Agreement.

Uncertificated Pledged Collateral. (a) With respect to any Pledged Collateral owned by it, such Grantor will (i) take any actions necessary to cause the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral to take such action as the Collateral Agent may request and (ii) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary, use its commercially reasonable efforts to cause such securities intermediary to enter into a control agreement with the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent, Agent giving the Collateral Agent Control over such Pledged Collateral. (b) Each Grantor further acknowledges and agrees that the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is a “security” within the meaning of Section 1 of the STA and governed by the PPSA and STA of the applicable jurisdiction. (c) In the event the interests in any limited liability company, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Issue Date such Grantor shall simultaneously therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledged.

Uncertificated Pledged Collateral. (a) With respect Subject to any the provisions of the Intercreditor Agreement, such Grantor will cause the issuers of Equity Interests which constitute Pledged Collateral owned by it, such Grantor will (i) take to comply with any actions necessary and all instructions originated by the Collateral Agent regarding such Equity Interests, notwithstanding anything to the contrary in any other agreement between such Grantor and such issuers. Such Grantor further agrees that it shall cause the issuers (that are Subsidiaries of Equity Interests which constitute Pledged Collateral owned by such Grantor not to certificate such Equity Interests or register any party other than such Grantor) of uncertificated securities which are Pledged Collateral to take such action as , another Grantor or the Collateral Agent may request and (ii) use commercially reasonable efforts or the Collateral Agent’s designee as the registered owner of any portion of such Equity Interests, or allow any party other than the Collateral Agent or its designee to cause any securities intermediary which is become the holder of any such Pledged CollateralEquity Interests or an entitlement thereto, in each case without the prior written consent of the Collateral Agent. (b) Subject to the provisions of the Intercreditor Agreement, such Grantor will permit the Collateral Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Agent granted pursuant to have and retain Control over such Pledged Collateralthis Security Agreement. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary, use its commercially reasonable efforts to cause such securities intermediary to enter into a control agreement Control Agreement with the Collateral AgentAgent (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent in accordance with the Intercreditor Agreement), in form and substance reasonably satisfactory to the Collateral Agent or the Administrative Agent, as the case may be, and giving the Collateral Agent Control over such Pledged Collateralor the Administrative Agent, as the case may be, Control. (bc) Each Subject to the provisions of the Intercreditor Agreement, each Grantor further that is an issuer of uncertificated securities which constitute Pledged Collateral hereby acknowledges and agrees that (i) if the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is a Collateral Agent shall be deemed to have “securitycontrol” over such uncertificated securities within the meaning of Section 1 8-106 of the STA and governed UCC, (ii) such Grantor shall comply with all instructions originated by the PPSA Collateral Agent regarding such unceritificated securities, (iii) such Grantor shall market its books and STA records to reflect the Lien of the applicable jurisdictionCollateral Agent in such uncertificated securities, and (iv) such Grantor shall not register any transfer of any portion of such uncertificated securities to any Person other than to another Grantor or to the Collateral Agent or the Collateral Agent’s designee. (cd) In Subject to the event provisions of the interests in any limited liability companyIntercreditor Agreement, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after each of the Closing Date such Grantor shall simultaneously therewith provide parties hereto acknowledges and agrees that this Security Agreement evidences the Collateral Agent Agent’s “control” over all “uncertificated securities” and “investment property” constituting Pledged Collateral in accordance with the information required by applicable provisions of, and as such terms are defined in, Articles 8 and 9 of the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledgedUCC.

Uncertificated Pledged Collateral. Such Grantor will, as the Administrative Agent shall direct, cause the appropriate issuers (aand, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to either: (i) m▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement, or (ii) cause the issuer to agree to comply with instructions from the Administrative Agent as to such uncertificated securities without further consent of such Grantor. With respect to any Pledged Collateral owned by it, such Grantor will (i) take any actions necessary to cause (a) the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral to take such action as the Collateral Agent may request and (iib) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Administrative Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral in excess of $5,000,000 (individually and in the aggregate) held with a securities intermediary, use its commercially reasonable efforts to cause such securities intermediary to enter into a control agreement with the Collateral Administrative Agent, in form and substance reasonably satisfactory to the Collateral Administrative Agent, giving the Collateral Administrative Agent Control over such Pledged CollateralControl. (b) Each Grantor further acknowledges and agrees that the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is a “security” within the meaning of Section 1 of the STA and governed by the PPSA and STA of the applicable jurisdiction. (c) In the event the interests in any limited liability company, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date such Grantor shall simultaneously therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledged.

Uncertificated Pledged Collateral. Subject to the terms, conditions and provisions of the Intercreditor Agreement, such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers (aand, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it, upon the Administrative Agent’s request, such Grantor will (i) take any actions necessary to cause (a) the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral to take such action as the Collateral Agent may request and (iib) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged CollateralCollateral (other than the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Account), to cause the Collateral Administrative Agent to have and retain Control over such Pledged CollateralCollateral (subject to the terms, conditions and provisions of the Intercreditor Agreement). Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediaryintermediary (other than the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Account), use its commercially reasonable efforts to cause such securities intermediary to enter into a control agreement Securities Control Agreement with the Collateral Administrative Agent, in form and substance reasonably satisfactory to the Collateral Administrative Agent, giving the Collateral Administrative Agent Control over such Pledged Collateral. (b) Each Grantor further acknowledges subject to the terms, conditions and agrees that the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is a “security” within the meaning of Section 1 provisions of the STA and governed by the PPSA and STA of the applicable jurisdictionIntercreditor Agreement). (c) In the event the interests in any limited liability company, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date such Grantor shall simultaneously therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledged.

Uncertificated Pledged Collateral. (a) Such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers that are Subsidiaries (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral issued by another Grantor included in the Collateral owned by it, such Grantor will (i) at the request of the Administrative Agent take any actions necessary to cause (a) the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral to take such action as the Collateral Agent may request and (iib) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Administrative Agent to have and retain Control over such Pledged Collateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. With respect to any Pledged Collateral issued by a Person other than a Grantor with an individual value in excess of $5,000,000 included in the Collateral owned by it, such Grantor will at the request of the Administrative Agent use its commercially reasonable efforts to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent to have and retain Control over such Pledged Collateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. Without limiting the foregoing, such Grantor will, if requested by the Administrative Agent, with respect to any such Pledged Collateral held with a securities intermediary, use its commercially reasonable efforts to cause such securities intermediary to enter into a control agreement with the Collateral Administrative Agent, in form and substance reasonably satisfactory to the Collateral Administrative Agent, giving the Collateral Administrative Agent Control over such Pledged Collateral. (b) Each Grantor further acknowledges and agrees that the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is a “security” within the meaning of Section 1 of the STA and governed by the PPSA and STA of the applicable jurisdiction. (c) In the event the interests in any limited liability company, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date such Grantor shall simultaneously therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) other than with respect to the uncertificated interests so pledgedPledged Collateral that constitutes Permitted Investments in an Excluded Account.

Uncertificated Pledged Collateral. (a) Such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers that are Subsidiaries (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral issued by another Grantor included in the Collateral owned by it, such Grantor will (i) at the request of the Administrative Agent take any actions necessary to cause (a) the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral to take such action as the Collateral Agent may request and (iib) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Administrative Agent to have and retain Control over such Pledged Collateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. With respect to any Pledged Collateral issued by a Person other than a Grantor with an individual value in excess of $5,000,000 included in the Collateral owned by it, such Grantor will at the request of the Administrative Agent use its commercially reasonable best efforts to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent to have and retain Control over such Pledged Collateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. Without limiting the foregoing, such Grantor will, if requested by the Administrative Agent, with respect to any such Pledged Collateral held with a securities intermediary, use its commercially reasonable efforts to cause such securities intermediary to enter into a control agreement with the Collateral Administrative Agent, in form and substance reasonably satisfactory to the Collateral Administrative Agent, giving the Collateral Administrative Agent Control over such other than with respect to Pledged CollateralCollateral that constitutes Permitted Investments in an Excluded Account. (b) Each Grantor acknowledges and agrees that each interest in any limited liability company or limited partnership that is a Subsidiary pledged hereunder that is represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and governed by Article 8 of the Uniform Commercial Code of the applicable jurisdiction and, unless otherwise approved by the Administrative Agent, shall at all times hereafter be represented by a certificate, which shall be a “security” within the meaning of Article 8 of the New York UCC and governed by Article 8 of the Uniform Commercial Code of such jurisdiction. (c) Each Grantor further acknowledges and agrees that (i) the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is and not represented by a certificate shall not be a “security” within the meaning of Section 1 Article 8 of the STA New York UCC and shall not be governed by Article 8 of the PPSA and STA Uniform Commercial Code of the applicable jurisdictionjurisdiction and (ii) the Grantors shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the New York UCC or issue any certificate representing such interest (except that the Grantors may elect to so treat any such interest as a “security” and issue any certificate representing such interest if promptly thereafter the applicable Grantor delivers such certificate to the Administrative Agent). (cd) In the event the interests in any limited liability company, company or limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Effective Date such Grantor shall simultaneously therewith promptly thereafter provide the Collateral Administrative Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledged.

Uncertificated Pledged Collateral. Such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers (aand, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it, promptly, upon request of the Administrative Agent, such Grantor will (i) take any actions necessary to cause (a) the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral to take such action as the Collateral Agent may request and (iib) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Administrative Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary, use its commercially reasonable efforts to cause such securities intermediary within 60 days after the Filing Date to enter into a control agreement with the Collateral Administrative Agent, in form and substance reasonably satisfactory to the Collateral Administrative Agent, giving the Collateral Administrative Agent Control over such Pledged Collateral. (b) Control. Each Grantor confirms and agrees that each issuer of uncertificated securities which are Pledged Collateral shall comply with any instructions that are originated by the Administrative Agent without any further consent of such Grantor. Each Grantor that is an issuer of Pledged Collateral hereby acknowledges and agrees to comply with any instructions that the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is a “security” within the meaning of Section 1 of the STA and governed are originated by the PPSA and STA Administrative Agent without any further consent of the applicable jurisdiction. (c) In the event the interests in any limited liability company, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date such Grantor shall simultaneously therewith provide the Collateral Agent in accordance with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledgedthis Section.

Uncertificated Pledged Collateral. The Grantors will permit the Agent from time to time to cause (subject to the terms of the Intercreditor Agreement) the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral with respect to which a Grantor owns 50% or more of the Equity Interests of the issuer of such Pledged Collateral not represented by certificates to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Agent granted pursuant to this Security Agreement. The Grantors will take any actions reasonably necessary to cause (a) With respect to any Pledged Collateral owned by it, such Grantor will (i) take any actions necessary to cause the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral with respect to take which a Grantor owns 50% or more of the Equity Interests of the issuer of such action as the Collateral Agent may request Pledged Collateral, and (iib) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged CollateralCollateral (subject to the terms of the Intercreditor Agreement). Without limiting the foregoing, such each applicable Grantor willwill use its commercially reasonable efforts to cause, with respect to any such Pledged Collateral held with a securities intermediaryintermediary in an account with an aggregate asset value of $5,000,000 or more, use its commercially reasonable efforts to cause such securities intermediary to enter into a control agreement with the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent, giving the Collateral Agent Control over such Pledged Collateral. (b) Each Grantor further acknowledges and agrees that subject to the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is a “security” within the meaning of Section 1 terms of the STA and governed by the PPSA and STA of the applicable jurisdictionIntercreditor Agreement). (c) In the event the interests in any limited liability company, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date such Grantor shall simultaneously therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledged.

Uncertificated Pledged Collateral. Such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers (aand, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to m▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it, such Grantor will (ia) give prompt written notice to the Administrative Agent of the acquisition or existence of any uncertificated securities which are Pledged Collateral, and (b) take any actions necessary to cause (i) the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral to take such action as the Collateral Agent may request and (ii) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Administrative Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor (a) will, with respect to any such Pledged Collateral held with a securities intermediary, use its give prompt written notice to the Administrative Agent of the existence of such Pledged Collateral and take all commercially reasonable efforts action necessary to cause such securities intermediary to enter into a control agreement Control Agreement with the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent, Administrative Agent giving the Collateral Administrative Agent Control over such Pledged Collateral. Collateral and any account into which such Pledged Collateral is deposited (a “Securities Account”), and (b) Each Grantor further acknowledges and agrees that the interests will not, at any time, permit uncertificated securities constituting Pledged Collateral with an aggregate fair market value in excess of $100,000 to be held in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is a “security” within the meaning of Section 1 of the STA and governed by the PPSA and STA of the applicable jurisdiction. (c) In the event the interests in any limited liability company, limited partnership or general partnership Securities Account not represented by a certificate are pledged by a Grantor hereunder after the Closing Date such Grantor shall simultaneously therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment subject to a financing statement) with respect to the uncertificated interests so pledgedControl Agreement.

Uncertificated Pledged Collateral. Subject to the terms of the ABL-Term Loan Intercreditor Agreement, such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers (aand, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this US Security Agreement. With respect to any Pledged Collateral owned by it, such Grantor will (i) take any necessary actions necessary requested by the Administrative Agent to cause (a) the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral to take such action as the Collateral Agent may request and (iib) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent to have and retain Control over such Pledged Collateral (or until the Term Loan Obligation Payment Date, to cause the Term Loan Agent to have and retain Control over such Pledged Collateral, in accordance with the terms of the ABL-Term Loan Intercreditor Agreement in the case of any Pledged Collateral constituting Term Loan Priority Collateral). Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary, use its commercially reasonable efforts to cause such securities intermediary to enter into a control agreement Control Agreement with the Collateral Administrative Agent, in form and substance reasonably satisfactory to the Collateral Administrative Agent, giving the Collateral Administrative Agent Control over (or until the Term Loan Obligation Payment Date, to enter into a Control Agreement with the Term Loan Agent in accordance with the terms of the ABL-Term Loan Intercreditor Agreement in the case of any Pledged Collateral constituting Term Loan Priority Collateral). To the extent that any issuer of uncertificated securities that constitute Pledged Collateral shall issue certificates for such Pledged Collateral, such Grantor will promptly notify the Administrative Agent and comply with the provisions of Section 4.4 with respect to such Pledged Collateral. (b) Each Grantor further acknowledges and agrees that the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is a “security” within the meaning of Section 1 of the STA and governed by the PPSA and STA of the applicable jurisdiction. (c) In the event the interests in any limited liability company, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date such Grantor shall simultaneously therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledged.

Uncertificated Pledged Collateral. (a%3) Such Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers that are Subsidiaries (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral issued by another Grantor included in the Collateral owned by it, such Grantor will (i) at the request of the Administrative Agent take any actions necessary to cause (a) the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral to take such action as the Collateral Agent may request and (iib) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Administrative Agent to have and retain Control over such Pledged Collateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. With respect to any Pledged Collateral issued by a Person other than a Grantor with an individual value in excess of $5,000,000 included in the Collateral owned by it, such Grantor will at the request of the Administrative Agent use its commercially reasonable efforts to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Administrative Agent to have and retain Control over such Pledged Collateral other than Pledged Collateral that constitutes Permitted Investments in an Excluded Account. Without limiting the foregoing, such Grantor will, if requested by the Administrative Agent, with respect to any such Pledged Collateral held with a securities intermediary, use its commercially reasonable efforts to cause such securities intermediary to enter into a control agreement with the Collateral Administrative Agent, in form and substance reasonably satisfactory to the Collateral Administrative Agent, giving the Collateral Administrative Agent Control over other than with respect to Pledged Collateral that constitutes Permitted Investments in an Excluded Account. (a) Each Grantor acknowledges and agrees that each interest in any limited liability company or limited partnership that is a Subsidiary pledged hereunder that is represented by a certificate, shall be a "security" within the meaning of Article 8 of the New York UCC and governed by Article 8 of the Uniform Commercial Code of the applicable jurisdiction and, unless otherwise approved by the Administrative Agent, shall at all times hereafter be represented by a certificate, which shall be a "security" within the meaning of Article 8 of the New York UCC and governed by Article 8 of the Uniform Commercial Code of such Pledged Collateraljurisdiction. (b) Each Grantor further acknowledges and agrees that (i) the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is and not represented by a “certificate shall not be a "security” " within the meaning of Section 1 Article 8 of the STA New York UCC and shall not be governed by Article 8 of the PPSA and STA Uniform Commercial Code of the applicable jurisdictionjurisdiction and (ii) the Grantors shall at no time elect to treat any such interest as a "security" within the meaning of Article 8 of the New York UCC or issue any certificate representing such interest (except that the Grantors may elect to so treat any such interest as a "security" and issue any certificate representing such interest if promptly thereafter the applicable Grantor delivers such certificate to the Administrative Agent). (c) In the event the interests in any limited liability company, company or limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Effective Date such Grantor shall simultaneously therewith promptly thereafter provide the Collateral Administrative Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) with respect to the uncertificated interests so pledged.

Uncertificated Pledged Collateral. Such Grantor will use commercially reasonable efforts to cause the appropriate issuers (aand, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to ▇▇▇▇ their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by itit on the Effective Date, such Grantor will (i) take any actions necessary use commercially reasonable efforts to cause (a) the issuers (that are Subsidiaries of such Grantor) of uncertificated securities which are Pledged Collateral to take such action as the Collateral Agent may request and (iib) use commercially reasonable efforts to cause any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Administrative Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, (i) with respect to any such Pledged Collateral held with a securities intermediaryintermediary as of the Effective Date, use its commercially reasonable efforts to cause such securities intermediary intermediary, no later than 90 days after the Effective Date (or such later date as the Administrative Agent shall agree), to enter into a control agreement with the Collateral Administrative Agent, in form and substance reasonably satisfactory to the Collateral Administrative Agent, giving the Collateral Administrative Agent Control over such Pledged Collateral. and (bii) Each Grantor further acknowledges and agrees that the interests in any limited liability company or limited partnership that is a Subsidiary pledged hereunder is a “security” within the meaning of Section 1 of the STA and governed by the PPSA and STA of the applicable jurisdiction. (c) In the event the interests in any limited liability company, limited partnership or general partnership not represented by a certificate are pledged by a Grantor hereunder after the Closing Date such Grantor shall simultaneously therewith provide the Collateral Agent with the information required by the applicable jurisdiction for the filing of a financing statement (or an amendment to a financing statement) otherwise with respect to any Pledged Collateral, prior to the uncertificated interests so pledgedopening or replacement of any Securities Account (including the replacement of any Securities Account in place as of the Effective Date) or any applicable securities intermediary receiving any Pledged Collateral, enter into a control agreement with such securities intermediary and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, giving the Administrative Agent Control.