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Exhibit A to <br />Pledge Agreement <br />FORM OF UNCERTIFICATED SECURITIES CONTROL AGREEMENT <br />This CONTROL AGREEMENT (as amended, supplemented or otherwise modified from time to <br />time, the "Control Agreement") dated as of , is made by and among <br />, a corporation (the "Pled. or"), [NAME OF AGENT], as agent (in such <br />capacity, the "Agent") for the Secured Parties (as defined in the Pledge Agreement referred to below), <br />and , a corporation (the "Issuer"). <br />WHEREAS, the Pledgor has granted to the Agent for the benefit of the Secured Parties a security <br />interest in the uncertificated securities of the Issuer owned by the Pledgor from time to time (collectively, <br />the "Pledged Securities"), and all additions thereto and substitutions and proceeds thereof (collectively, <br />with the Pledged Securities, the "Collateral") pursuant to a Pledge Agreement, dated as of <br />(as amended, restated, supplemented, or otherwise modified from time to time, the "Pledge <br />Agreement'), among the Pledgor and the other persons party thereto as grantors in favor of the Agent. <br />WHEREAS, the following terms which are defined in Articles 8 and 9 of the Uniform <br />Commercial Code in effect in the State of New York on the date hereof (the "UCC") are used herein as so <br />defined: Adverse Claim, Control, Instruction, Proceeds and Uncertificated Security. <br />NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which <br />are hereby acknowledged, the parties hereto agree as follows: <br />SECTION 1. Notice of Security Interest. The Pledgor, the Agent and the Issuer are <br />entering into this Control Agreement to perfect the Agent's security interest in the Collateral. The Issuer <br />acknowledges that this Control Agreement constitutes written notification to the Issuer of the Agent's <br />security interest in the Collateral. The Issuer agrees to promptly make all necessary entries or notations in <br />its books and records to reflect the Agent's security interest in the Collateral and, upon request by the <br />Agent if an Event of Default has occurred and is continuing, to register the Agent as the registered owner <br />of any or all of the Pledged Securities. The Issuer acknowledges that the Agent has control over the <br />Collateral. <br />SECTION 2. Collateral. The Issuer hereby represents and warrants to, and agrees with the <br />Pledgor and the Agent that (i) the terms of any limited liability company interests or partnership interests <br />included in the Collateral from time to time shall expressly provide that they are securities governed by <br />Article 8 of the Uniform Commercial Code in effect from time to time in the State of [ 1, (ii) <br />the Pledged Securities are uncertificated securities, (iii) the issuer's jurisdiction is the State of <br />[ I or such other state of which the Issuer has notified the Agent and (iv) Schedule 1 <br />contains a true and complete description of the Pledged Securities as of the date hereof. <br />SECTION 3. Control. If an Event of Default has occurred and is continuing, the Issuer <br />hereby agrees, upon written direction from the Agent and without further consent from the Pledgor, (a) to <br />comply with all instructions and directions of any kind originated by the Agent concerning the Collateral, <br />to liquidate or otherwise dispose of the Collateral as and to the extent <br />A-1 <br />