Common use of Collateral Delivery Obligation Clause in Contracts

Collateral Delivery Obligation. Within 60 days after the date hereof (which such date may be extended by an additional 30 days at the sole discretion of the Administrative Agent or as otherwise extended in accordance with the Agreed Collateral Principles), the Obligations under the Loan Documents shall be secured by valid and perfected first priority Liens and security interests, subject to Liens permitted under the Credit Agreement and subject further to the Agreed Collateral Principles, in all of the following, other than Excluded Collateral (the “Collateral”): (a) Subject to the limitations expressly set forth in this Section 16, all of the present and future personal property and assets, and, to the extent required by the Administrative Agent, owned real property having an individual value of at least $2,500,000, of each Loan Party including, without limitation: (1) all present and future shares of capital stock of (or other ownership or profit interests in) each of the present and future Subsidiaries of each Loan Party other than inactive Subsidiaries (limited, in the case of each entity that is a “controlled foreign corporation” under Section 957 of the Internal Revenue Code, each U.S. entity that is treated as a disregarded entity for U.S. federal income tax purposes that owns (directly or indirectly through another fiscally transparent entity) a “controlled foreign corporation”, and each U.S. entity that is treated as a corporation for U.S. federal income tax purposes whose assets primarily consist of one or more “controlled foreign corporations”, to a pledge of 65% of the capital stock of each such first-tier foreign Subsidiary or U.S. Subsidiary, as applicable, to the extent the pledge of any greater percentage would result in adverse tax consequences to the applicable Loan Party); (2) all inventory of each Loan Party; (3) all equipment of each Loan Party; (4) all intellectual property of each Loan Party (provided that in no event shall any intellectual property security agreements (or equivalent documentation) be filed with the USPTO or US Copyright office until after the occurrence and during the continuation of an Event of Default); (5) all accounts receivable and payment intangibles of each Loan Party; and 89551451_4 (6) all deposit accounts of each Loan Party located in the United States, but excluding (x) any deposit accounts specially and exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of any Loan Party’s salaried employees and (y) other deposit accounts constituting zero balance, payroll, withholding or trust accounts, the aggregate average daily balance of which for all Loan Parties does not exceed $2,500,000 at any time; and (b) all proceeds and products of the foregoing. Assets being disposed of in connection with Project Jazz shall not be included as, or required to be pledged as, Collateral; provided, however, in the event that Project Jazz is not consummated, such assets shall be included as, and be pledged as, Collateral to the extent it would not otherwise be excluded pursuant to this Section 16. In no event shall the Collateral include any of the following: (i) pledges and security interests prohibited by applicable law, rule or regulation (to the extent such law, rule or regulation is effective under applicable anti-assignment provisions of the Uniform Commercial Code (or foreign equivalent)); (ii) assets of and equity interests in any joint venture or other non-wholly owned Subsidiary; (iii) any asset or property if and for so long as the grant of a security interest therein is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, sublicense, agreement, instrument or other document; (iv) any property in which the Loan Party now or hereafter has rights, to the extent in each case a security interest may not be granted by the Loan Party in such property without the consent of one or more third parties, including any Governmental Authority; (v) any property to the extent that such grant of a security interest would contravene the Agreed Collateral Principles; (vi) any motor vehicles and any other assets subject to a certificate of title (other than proceeds thereof), to the extent a security interest in such motor vehicles or other assets cannot be perfected solely by filing a Uniform Commercial Code financing statement; and (vii) assets as to which the Administrative Agent and the Loan Parties reasonably agree that the costs of obtaining such security interest or perfection thereof are excessive in relation to the benefit to the Lenders of the security to be afforded thereby (the foregoing described in clauses (i) through (vii) are, collectively, the “Excluded Collateral”).

Collateral Delivery Obligation. Within 60 days after the date hereof (which such date may be extended by an additional 30 days at the sole discretion of the Administrative Agent or as otherwise extended in accordance with the Agreed Collateral Principles), the Obligations under the Loan Documents shall be secured by valid and perfected first priority Liens and security interests, subject to Liens permitted under the Credit Agreement and subject further to the Agreed Collateral Principles, in all of the following, other than Excluded Collateral (the “Collateral”): (a) Subject to the limitations expressly set forth in this Section 16, all of the present and future personal property and assets, and, to the extent required by the Administrative Agent, owned real property having an individual value of at least $2,500,000, of each Loan Party including, without limitation: (1) all present and future shares of capital stock of (or other ownership or profit interests in) each of the present and future Subsidiaries of each Loan Party other than inactive Subsidiaries (limited, in the case of each entity that is a “controlled foreign corporation” under Section 957 of the Internal Revenue Code, each U.S. entity that is treated as a disregarded entity for U.S. federal income tax purposes that owns (directly or indirectly through another fiscally transparent entity) a “controlled foreign corporation”, and each U.S. entity that is treated as a corporation for U.S. federal income tax purposes whose assets primarily consist of one or more “controlled foreign corporations”, to a pledge of 65% of the capital stock of each such first-tier foreign Subsidiary or U.S. Subsidiary, as applicable, to the extent the pledge of any greater percentage would result in adverse tax consequences to the applicable Loan Party); (2) all inventory of each Loan Party; (3) all equipment of each Loan Party; (4) all intellectual property of each Loan Party (provided that in no event shall any intellectual property security agreements (or equivalent documentation) be filed with the USPTO or US Copyright office until after the occurrence and during the continuation of an Event of Default); (5) all accounts receivable and payment intangibles of each Loan Party; and 89551451_4and (6) all deposit accounts of each Loan Party located in the United States, but excluding (x) any deposit accounts specially and exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of any Loan Party’s salaried employees and (y) other deposit accounts constituting zero balance, payroll, withholding or trust accounts, the aggregate average daily balance of which for all Loan Parties does not exceed $2,500,000 at any time; and (b) all proceeds and products of the foregoing. Assets being disposed of in connection with Project Jazz shall not be included as, or required to be pledged as, Collateral; provided, however, in the event that Project Jazz is not consummated, such assets shall be included as, and be pledged as, Collateral to the extent it would not otherwise be excluded pursuant to this Section 16. In no event shall the Collateral include any of the following: (i) pledges and security interests prohibited by applicable law, rule or regulation (to the extent such law, rule or regulation is effective under applicable anti-assignment provisions of the Uniform Commercial Code (or foreign equivalent)); (ii) assets of and equity interests in any joint venture or other non-wholly owned Subsidiary; (iii) any asset or property if and for so long as the grant of a security interest therein is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, sublicense, agreement, instrument or other document; (iv) any property in which the Loan Party now or hereafter has rights, to the extent in each case a security interest may not be granted by the Loan Party in such property without the consent of one or more third parties, including any Governmental Authority; (v) any property to the extent that such grant of a security interest would contravene the Agreed Collateral Principles; (vi) any motor vehicles and any other assets subject to a certificate of title (other than proceeds thereof), to the extent a security interest in such motor vehicles or other assets cannot be perfected solely by filing a Uniform Commercial Code financing statement; and (vii) assets as to which the Administrative Agent and the Loan Parties reasonably agree that the costs of obtaining such security interest or perfection thereof are excessive in relation to the benefit to the Lenders of the security to be afforded thereby (the foregoing described in clauses (i) through (vii) are, collectively, the “Excluded Collateral”).

Collateral Delivery Obligation. Within 60 days after the date hereof (which such date may be extended by an additional 30 days at the sole discretion of the Administrative Agent or as otherwise extended in accordance with the Agreed Collateral Principles), the Obligations under the Loan Documents shall be secured by valid and perfected first priority Liens and security interests, subject to Liens permitted under the Credit Agreement and subject further to the Agreed Collateral Principles, in all of the following, other than Excluded Collateral (the “Collateral”): (a) Subject to the limitations expressly set forth in this Section 16, all of the present and future personal property and assets, and, to the extent required by the Administrative Agent, owned real property having an individual value of at least $2,500,000, of each Loan Party including, without limitation: (1) all present and future shares of capital stock of (or other ownership or profit interests in) each of the present and future Subsidiaries of each Loan Party other than inactive Subsidiaries (limited, in the case of each entity that is a “controlled foreign corporation” under Section 957 of the Internal Revenue Code, each U.S. entity that is treated as a disregarded entity for U.S. federal income tax purposes that owns (directly or indirectly through another fiscally transparent entity) a “controlled foreign corporation”, and each U.S. entity that is treated as a corporation for U.S. federal income tax purposes whose assets primarily consist of one or more “controlled foreign corporations”, to a pledge of 65% of the capital stock of each such first-tier foreign Subsidiary or U.S. Subsidiary, as applicable, to the extent the pledge of any greater percentage would result in adverse tax consequences to the applicable Loan Party); (2) all inventory of each Loan Party; (3) all equipment of each Loan Party; (4) all intellectual property of each Loan Party (provided that in no event shall any intellectual property security agreements (or equivalent documentation) be filed with the USPTO or US Copyright office until after the occurrence and during the continuation of an Event of Default); (5) all accounts receivable and payment intangibles of each Loan Party; and 89551451_4and (6) all deposit accounts of each Loan Party located in the United States, but excluding (x) any deposit accounts specially and exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of any Loan Party’s salaried employees and (y) other deposit accounts constituting zero balance, payroll, withholding or trust 00000000_6 accounts, the aggregate average daily balance of which for all Loan Parties does not exceed $2,500,000 at any time; and (b) all proceeds and products of the foregoing. Assets being disposed of in connection with Project Jazz shall not be included as, or required to be pledged as, Collateral; provided, however, in the event that Project Jazz is not consummated, such assets shall be included as, and be pledged as, Collateral to the extent it would not otherwise be excluded pursuant to this Section 16. In no event shall the Collateral include any of the following: (i) pledges and security interests prohibited by applicable law, rule or regulation (to the extent such law, rule or regulation is effective under applicable anti-assignment provisions of the Uniform Commercial Code (or foreign equivalent)); (ii) assets of and equity interests in any joint venture or other non-wholly owned Subsidiary; (iii) any asset or property if and for so long as the grant of a security interest therein is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, sublicense, agreement, instrument or other document; (iv) any property in which the Loan Party now or hereafter has rights, to the extent in each case a security interest may not be granted by the Loan Party in such property without the consent of one or more third parties, including any Governmental Authority; (v) any property to the extent that such grant of a security interest would contravene the Agreed Collateral Principles; (vi) any motor vehicles and any other assets subject to a certificate of title (other than proceeds thereof), to the extent a security interest in such motor vehicles or other assets cannot be perfected solely by filing a Uniform Commercial Code financing statement; and (vii) assets as to which the Administrative Agent and the Loan Parties reasonably agree that the costs of obtaining such security interest or perfection thereof are excessive in relation to the benefit to the Lenders of the security to be afforded thereby (the foregoing described in clauses (i) through (vii) are, collectively, the “Excluded Collateral”).

Collateral Delivery Obligation. (a) Within 60 days after the date hereof (which such date may be extended by an additional 30 days at the sole discretion of the Administrative Agent or as otherwise extended time periods specified in accordance with the Agreed Collateral Principles)Section 9.15(c) below, the Obligations all obligations under the Loan Documents Notes, this Agreement and the other Financing Agreements shall be secured by valid and perfected first priority Liens and security interests, subject to Liens permitted under the Credit this Agreement and subject further to the Agreed Collateral Principles, in all of the following, other than Excluded Collateral Collateral, and in all events in all collateral granted to or for the benefit of the lenders under any Credit Agreement (the “Collateral”): (ai) Subject to the limitations expressly set forth in this Section 169.15, all of the present and future personal property and assets, and, to the extent required by the Administrative AgentRequired Holders, owned real property having an individual value of at least $2,500,000, ) and assets of each Loan Note Party including, without limitation: (1) all present and future shares of capital stock of (or other ownership or profit interests in) each of the present and future Subsidiaries of each Loan Note Party other than inactive Subsidiaries (limited, in the case of each entity that is a “controlled foreign corporation” under Section 957 of the Internal Revenue Code, each U.S. entity that is treated as a disregarded entity for U.S. federal income tax purposes that owns (directly or indirectly through another fiscally transparent entity) a “controlled foreign corporation”, and each U.S. entity that is treated as a corporation for U.S. federal income tax purposes whose assets primarily consist of one or more “controlled foreign corporations”, to a pledge of 65% of the capital stock of each such first-tier foreign Subsidiary or U.S. Subsidiary, as applicable, to the extent the pledge of any greater percentage would result in adverse tax consequences to the applicable Loan Note Party); (2) all inventory and accounts receivable of each Loan Note Party; (3) all equipment of each Loan Note Party; (4) all intellectual property of each Loan Note Party (provided that in no event shall any intellectual property security agreements (or equivalent documentation) be filed with the USPTO or US Copyright office until after the occurrence and during the continuation of an Event of Default);; and (5) all accounts receivable cash (including the proceeds of any bank revolver draws) and payment intangibles of each Loan Party; and 89551451_4 (6) all deposit accounts of each Loan Note Party located in the United States, but excluding (x) any deposit accounts specially and exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of any Loan Note Party’s salaried employees and (y) other deposit accounts constituting zero balance, payroll, withholding or trust accountsaccounts or, the aggregate average daily balance of which for all Loan Note Parties does not exceed $2,500,000 at any time; and (bii) all proceeds and products of the foregoing. Assets being disposed of in connection with Project Jazz the Capital Services Business Sale shall not be included as, or required to be pledged as, Collateral; provided, however, in the event that Project Jazz the Capital Services Business Sale is not consummated, such assets shall be included as, and be pledged as, Collateral to the extent it would not otherwise be excluded pursuant to this Section 169.15. -36- In no event shall the Collateral include any of the following: (i) pledges and security interests prohibited by applicable law, rule or regulation (to the extent such law, rule or regulation is effective under applicable anti-assignment provisions of the Uniform Commercial Code (or foreign equivalent)); (ii) assets of and equity interests in any joint venture or other non-wholly owned Subsidiary; (iii) any asset or property if and for so long as the grant of a security interest therein is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, sublicense, agreement, instrument or other document; (iviii) any property in which the Loan Note Party now or hereafter has rights, to the extent in each case a security interest may not be granted by the Loan Note Party in such property without the consent of one or more third parties, including any Governmental Authority; (viv) any property to the extent that such grant of a security interest would contravene the Agreed Collateral Principles; (viv) any motor vehicles and any other assets subject to a certificate of title (other than proceeds thereof), to the extent a security interest in such motor vehicles or other assets cannot be perfected solely by filing a Uniform Commercial Code financing statement; and (viivi) assets as to which the Administrative Agent Required Holders and the Loan Note Parties reasonably agree that the costs of obtaining such security interest or perfection thereof are excessive in relation to the benefit to the Lenders holders of the security to be afforded thereby (the foregoing described in clauses (i) through (viivi) are, collectively, the “Excluded Collateral”).

Collateral Delivery Obligation. (a) Within 60 days after the date hereof (which such date may be extended by an additional 30 days at the sole discretion of the Administrative Agent or as otherwise extended time periods specified in accordance with the Agreed Collateral Principles)Section 9.15(c) below, the Obligations all obligations under the Loan Documents Notes, this Agreement and the other Financing Agreements shall be secured by valid and perfected first priority Liens and security interests, subject to Liens permitted under the Credit this Agreement and subject further to the Agreed Collateral Principles, in all of the following, other than Excluded Collateral Collateral, and in all events in all collateral granted to or for the benefit of the lenders under any Credit Agreement (the “Collateral”): (ai) Subject to the limitations expressly set forth in this Section 169.15, all of the present and future personal property and assets, and, to the extent required by the Administrative AgentRequired Holders, owned real property having an individual value of at least $2,500,000, ) and assets of each Loan Note Party including, without limitation: (1) all present and future shares of capital stock of (or other ownership or profit interests in) each of the present and future Subsidiaries of each Loan Note Party other than inactive Subsidiaries (limited, in the case of each entity that is a “controlled foreign corporation” under Section 957 of the Internal Revenue Code, each U.S. entity that is treated as a disregarded entity for U.S. federal income tax purposes that owns (directly or indirectly through another fiscally transparent entity) a “controlled foreign corporation”, and each U.S. entity that is treated as a corporation for U.S. federal income tax purposes whose assets primarily consist of one or more “controlled foreign corporations”, to a pledge of 65% of the capital stock of each such first-tier foreign Subsidiary or U.S. Subsidiary, as applicable, to the extent the pledge of any greater percentage would result in adverse tax consequences to the applicable Loan Note Party); (2) all inventory and accounts receivable of each Loan Note Party; (3) all equipment of each Loan Note Party; (4) all intellectual property of each Loan Note Party (provided that in no event shall any intellectual property security agreements (or equivalent documentation) be filed with the USPTO or US Copyright office until after the occurrence and during the continuation of an Event of Default);; and (5) all accounts receivable cash (including the proceeds of any bank revolver draws) and payment intangibles of each Loan Party; and 89551451_4 (6) all deposit accounts of each Loan Note Party located in the United States, but excluding (x) any deposit accounts specially and exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of any Loan Note Party’s salaried employees and (y) other deposit accounts constituting zero balance, payroll, withholding or trust accountsaccounts or, the aggregate average daily balance of which for all Loan Note Parties does not exceed $2,500,000 at any time; and (bii) all proceeds and products of the foregoing. Assets being disposed of in connection with Project Jazz the Capital Services Business Sale shall not be included as, or required to be pledged as, Collateral; provided, however, in the event that Project Jazz the Capital Services Business Sale is not consummated, such assets shall be included as, and be pledged as, Collateral to the extent it would not otherwise be excluded pursuant to this Section 169.15. In no event shall the Collateral include any of the following: (i) pledges and security interests prohibited by applicable law, rule or regulation (to the extent such law, rule or regulation is effective under applicable anti-assignment provisions of the Uniform Commercial Code (or foreign equivalent)); (ii) assets of and equity interests in any joint venture or other non-wholly owned Subsidiary; (iii) any asset or property if and for so long as the grant of a security interest therein is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, sublicense, agreement, instrument or other document; (iviii) any property in which the Loan Note Party now or hereafter has rights, to the extent in each case a security interest may not be granted by the Loan Note Party in such property without the consent of one or more third parties, including any Governmental Authority; (viv) any property to the extent that such grant of a security interest would contravene the Agreed Collateral Principles; (viv) any motor vehicles and any other assets subject to a certificate of title (other than proceeds thereof), to the extent a security interest in such motor vehicles or other assets cannot be perfected solely by filing a Uniform Commercial Code financing statement; and (viivi) assets as to which the Administrative Agent Required Holders and the Loan Note Parties reasonably agree that the costs of obtaining such security interest or perfection thereof are excessive in relation to the benefit to the Lenders holders of the security to be afforded thereby (the foregoing described in clauses (i) through (viivi) are, collectively, the “Excluded Collateral”).