Common use of Collateral Held by Warehouseman, Bailee, etc Clause in Contracts

Collateral Held by Warehouseman, Bailee, etc. (i) If any Collateral is at any time in the possession or control of a warehouseman, bailee or any agent or processor of such Grantor (A) notify the Secured Party of such possession, (B) notify such Person in writing of the Secured Party’s security interest for the benefit of the Secured Parties in such Collateral, (C) instruct such Person to hold all such Collateral for the Secured Party’s account and subject to the Secured Party’s instructions and (D) unless otherwise consented to in writing by the Secured Party, obtain (1) a written acknowledgment from such Person that it is holding such Collateral for the benefit of the Secured Party and (2) such other documentation required by the Secured Party (including, without limitation, subordination and access agreements). (ii) Perfect and protect such Grantor’s ownership interests in all Inventory stored with a consignee against creditors of the consignee by filing and maintaining financing statements against the consignee reflecting the consignment arrangement filed in all appropriate filing offices, providing any written notices required by the UCC to notify any prior creditors of the consignee of the consignment arrangement, and taking such other actions as may be appropriate to perfect and protect such Grantor’s interests in such inventory under Section 2-326, Section 9-103, Section 9-324 and Section 9-505 of the UCC or otherwise, which such financing statements filed pursuant to this Section shall be assigned to the Secured Party.

Collateral Held by Warehouseman, Bailee, etc. (i) If Upon the request of the Administrative Agent, if any Collateral is at any time in the possession or control of a warehouseman, bailee or any agent or processor of such Grantor and the Administrative Agent so requests, (A) notify the Secured Party of such possession, (B) notify such Person in writing of the Secured PartyAdministrative Agent’s security interest for the benefit of the Secured Parties in such Collateral, (CB) instruct such Person to hold all such Collateral for the Secured PartyAdministrative Agent’s account and subject to the Secured PartyAdministrative Agent’s instructions and (DC) unless otherwise consented to in writing by the Secured PartyAdministrative Agent, obtain (1) a written acknowledgment from such Person that it is holding such Collateral for the benefit of the Secured Party Administrative Agent and (2) such other documentation required by the Secured Party Administrative Agent (including, without limitation, subordination and access agreements). (ii) Perfect Upon the request of the Administrative Agent, perfect and protect such Grantor’s ownership interests in all Inventory stored with a consignee against creditors of the consignee by filing and maintaining financing statements against the consignee reflecting the consignment arrangement filed in all appropriate filing offices, providing any written notices required by the UCC to notify any prior creditors of the consignee of the consignment arrangement, and taking such other actions as may be appropriate to perfect and protect such Grantor’s interests in such inventory under Section 2-326, Section 9-103, Section 9-324 and Section 9-505 of the UCC or otherwise, which such financing statements filed pursuant to this Section shall be assigned to the Administrative Agent, for the benefit of the Secured PartyParties.

Collateral Held by Warehouseman, Bailee, etc. (i) If any Collateral in excess of $250,000, individually or in the aggregate, is at any time in the possession or control of a warehouseman, bailee or any agent or processor of such Grantor (A) notify the Secured Party Administrative Agent of such possession, (B) notify such Person in writing of the Secured PartyAdministrative Agent’s security interest for the benefit of the Secured Parties in such Collateral, (C) instruct such Person to hold all such Collateral for the Secured PartyAdministrative Agent’s account and subject to the Secured PartyAdministrative Agent’s instructions and (D) unless otherwise consented to in writing by the Secured PartyAdministrative Agent, obtain (1) a written acknowledgment from such Person that it is holding such Collateral for the benefit of the Secured Party Administrative Agent and (2) such other documentation required by the Secured Party Administrative Agent (including, without limitation, subordination and access agreements). (ii) Perfect and protect such Grantor’s ownership interests in all Inventory stored with a consignee against creditors of the consignee by filing and maintaining financing statements against the consignee reflecting the consignment arrangement filed in all appropriate filing offices, providing any written notices required by the UCC to notify any prior creditors of the consignee of the consignment arrangement, and taking such other actions as may be appropriate to perfect and protect such Grantor’s interests in such inventory under Section 2-326, Section 9-103, Section 9-324 and Section 9-505 of the UCC or otherwise, which such financing statements filed pursuant to this Section shall be assigned to the Administrative Agent, for the benefit of the Secured PartyParties.

Collateral Held by Warehouseman, Bailee, etc. (i) If any Collateral is at any time in the possession or control of a warehouseman, bailee or any agent or processor of such Grantor (A) notify the Secured Party Lender of such possession, (B) notify such Person in writing of the Secured PartyLender’s security interest for the benefit of the Secured Parties in such Collateral, (C) instruct such Person to hold all such Collateral for the Secured PartyLender’s account and subject to the Secured PartyLender’s instructions and (D) unless otherwise consented to in writing by the Secured PartyLender, obtain (1) a written acknowledgment from such Person that it is holding such Collateral for the benefit of the Secured Party Lender and (2) such other documentation required by the Secured Party Lender (including, without limitation, subordination and access agreements). (ii) Perfect and protect such Grantor’s ownership interests in all Inventory stored with a consignee against creditors of the consignee by filing and maintaining financing statements against the consignee reflecting the consignment arrangement filed in all appropriate filing offices, providing any written notices required by the UCC to notify any prior creditors of the consignee of the consignment arrangement, and taking such other actions as may be appropriate to perfect and protect such Grantor’s interests in such inventory under Section 2-326, Section 9-103, Section 9-324 and Section 9-505 of the UCC or otherwise, which such financing statements filed pursuant to this Section shall be assigned to the Lender, for the benefit of the Secured PartyParties.

Collateral Held by Warehouseman, Bailee, etc. (i) If any Collateral with a value in excess of $400,000 is at any time in the possession or control of a warehouseman, bailee or any agent or processor of such Grantor (A) notify the Secured Party Administrative Agent of such possession, (B) notify such Person in writing of the Secured PartyAdministrative Agent’s security interest for the benefit of the Secured Parties in such Collateral, (C) instruct such Person to hold all such Collateral for the Secured PartyAdministrative Agent’s account and subject to the Secured PartyAdministrative Agent’s instructions and (D) unless otherwise consented to in writing by the Secured PartyAdministrative Agent, obtain (1) a written acknowledgment from such Person that it is holding such Collateral for the benefit of the Secured Party Administrative Agent and (2) such other documentation required by the Secured Party Administrative Agent (including, without limitation, subordination and access agreements). (ii) Perfect and protect such GrantorXxxxxxx’s ownership interests in all Inventory with a value in excess of $250,000 stored with a consignee against creditors of the consignee by filing and maintaining financing statements against the consignee reflecting the consignment arrangement filed in all appropriate filing offices, providing any written notices required by the UCC to notify any prior creditors of the consignee of the consignment arrangement, and taking such other actions as may be appropriate to perfect and protect such Grantor’s interests in such inventory under Section 2-326, Section 9-103, Section 9-324 and Section 9-505 of the UCC or otherwise, which such financing statements filed pursuant to this Section shall be assigned to the Administrative Agent, for the benefit of the Secured PartyParties.

Collateral Held by Warehouseman, Bailee, etc. (i) If any Collateral with a value in excess of the Threshold Amount is at any time in the possession or control of a warehouseman, bailee or any agent or processor of such Grantor shall (A) notify in writing the Secured Party Administrative Agent of such possession, (B) notify in writing such Person in writing of the Secured PartyAdministrative Agent’s security interest for the benefit of the Secured Parties in such Collateral, (C) instruct such Person to hold all such Collateral for the Secured PartyAdministrative Agent’s account and subject to the Secured PartyAdministrative Agent’s instructions and (D) unless otherwise consented to in writing upon request by the Secured PartyAdministrative Agent or the Lead Arranger, obtain (1) a written acknowledgment from such Person that it is holding such Collateral for the benefit of the Secured Party Administrative Agent and (2) such other documentation reasonably required by the Secured Party Administrative Agent or the Lead Arranger (including, without limitation, subordination and access agreements). (ii) Perfect and protect such Grantor’s ownership interests in all Inventory with a value in excess of the Threshold Amount stored with a consignee against creditors of the consignee by filing and maintaining financing statements against the consignee reflecting the consignment arrangement filed in all appropriate filing offices, providing any written notices required by the UCC to notify any prior creditors of the consignee of the consignment arrangement, and taking such other actions as may be appropriate necessary to perfect and protect such Grantor’s interests in such inventory under Section 2-326, Section 9-103, Section 9-324 and Section 9-505 of the UCC or otherwise, which such financing statements filed pursuant to this Section shall be collaterally assigned to the Administrative Agent, for the benefit of the Secured PartyParties.

Collateral Held by Warehouseman, Bailee, etc. (i) If any Collateral with a value in excess of $500,000 is at any time in the possession or control of a warehouseman, bailee or any agent or processor of such Grantor (A) notify the Secured Party Agent of such possession, (B) notify such Person in writing of the Secured PartyAgent’s CHI:2851193.2 security interest for the benefit of the Secured Parties in such Collateral, (C) instruct such Person to hold all such Collateral for the Secured PartyAgent’s account and subject to the Secured PartyAgent’s instructions and (D) unless otherwise consented to in writing by the Secured PartyAgent, use commercially reasonable efforts to obtain (1) a written acknowledgment from such Person that it is holding such Collateral for the benefit of the Secured Party Agent and (2) such other documentation required by the Secured Party Agent (including, without limitation, subordination and access agreements). (ii) Perfect and protect such Grantor’s ownership interests in all Inventory stored with a consignee against creditors of the consignee by filing and maintaining financing statements against the consignee reflecting the consignment arrangement filed in all appropriate filing offices, providing any written notices required by the UCC to notify any prior creditors of the consignee of the consignment arrangement, and taking using commercially reasonable efforts to take such other actions as may be appropriate to perfect and protect such Grantor’s interests in such inventory under Section 2-326, Section 9-103, Section 9-324 and Section 9-505 of the UCC or otherwise, which such financing statements filed pursuant to this Section shall be assigned to the Agent, for the benefit of the Secured PartyParties.

Collateral Held by Warehouseman, Bailee, etc. (i) If any Collateral having an aggregate value in excess of $1,000,000 is at any time in the possession or control of a warehouseman, bailee or any agent or processor of such Grantor Obligor and the Administrative Agent so requests (A) notify the Secured Party of such possession, (B) notify such Person in writing of the Secured PartyAdministrative Agent’s security interest for the benefit of the Secured Parties in such Collateraltherein, (CB) instruct such Person to hold all such Collateral for the Secured PartyAdministrative Agent’s account and subject to the Secured PartyAdministrative Agent’s instructions and (DC) unless otherwise consented use reasonable best efforts to in writing by the Secured Party, obtain (1) a written acknowledgment from such Person that it is holding such Collateral for the benefit of the Secured Party and (2) such other documentation required by the Secured Party (including, without limitation, subordination and access agreements)Administrative Agent. (ii) Perfect If any Collateral having an aggregate value in excess of $1,000,000 is at any time in the possession or control of a consignee of such Obligor, and the Administrative Agent so requests, perfect and protect such GrantorObligor’s ownership interests in all such Inventory stored with a such consignee against creditors of the such consignee by (A) filing and maintaining financing statements against the such consignee reflecting the consignment arrangement filed in all appropriate filing offices, (B) providing any written notices required by the UCC to notify any prior creditors of the such consignee of the consignment arrangement, and (C) taking such other actions as may be appropriate to perfect and protect such Grantor’s Obligors interests in such inventory under Section 2-326, Section 9-103, Section 9-324 and Section 9-505 of the UCC or otherwise, which such financing statements filed pursuant to this Section shall be assigned to the Administrative Agent, for the benefit of the Secured PartyParties.

Collateral Held by Warehouseman, Bailee, etc. (i) If any Collateral with a value in excess of $500,000 is at any time in the possession or control of a warehouseman, bailee or any agent or processor of such Grantor (A) notify the Secured Party Administrative Agent of such possession, (B) notify such Person in writing of the Secured PartyAdministrative Agent’s security interest for the benefit of the Secured Parties in such Collateral, (C) instruct such Person to hold all such Collateral for the Secured PartyAdministrative Agent’s account and subject to the Secured PartyAdministrative Agent’s instructions and (D) unless otherwise consented to in writing by the Secured PartyAdministrative Agent, use commercially reasonable efforts to obtain (1) a written acknowledgment from such Person that it is holding such Collateral for the benefit of the Secured Party Administrative Agent and (2) such other documentation required by the Secured Party Administrative Agent (including, without limitation, subordination and access agreements). (ii) Perfect and protect such Grantor’s ownership interests in all Inventory stored with a consignee against creditors of the consignee by filing and maintaining financing statements against the consignee reflecting the consignment arrangement filed in all appropriate filing offices, providing any written notices required by the UCC to notify any prior creditors of the consignee of the consignment arrangement, and taking using commercially reasonable efforts to take such other actions as may be appropriate to perfect and protect such Grantor’s interests in such inventory under Section 2-326, Section 9-103, Section 9-324 and Section 9-505 of the UCC or otherwise, which such financing statements filed pursuant to this Section shall be assigned to the Administrative Agent, for the benefit of the Secured PartyParties.

Collateral Held by Warehouseman, Bailee, etc. (i) If any Collateral having a value, in the aggregate, of more than $5,000,000 is at any time in the possession or control of a warehouseman, bailee or any agent or processor of such Grantor (A) notify the Secured Party Administrative Agent of such possession, (B) notify such Person in writing of the Secured PartyAdministrative Agent’s security interest for the benefit of the Secured Parties in such Collateral, (C) instruct such Person to hold all such Collateral for the Secured PartyAdministrative Agent’s account and subject to the Secured PartyAdministrative Agent’s instructions and (D) unless otherwise consented to in writing by the Secured PartyAdministrative Agent, obtain (1) a written acknowledgment from such Person that it is holding such Collateral for the benefit of the Secured Party Administrative Agent and (2) such other documentation required by the Secured Party Administrative Agent (including, without limitation, subordination and access agreements). (ii) Perfect and protect such Grantor’s ownership interests in all Inventory stored with a consignee against creditors of the consignee by filing and maintaining financing statements against the consignee reflecting the consignment arrangement filed in all appropriate filing offices, providing any written notices required by the UCC to notify any prior creditors of the consignee of the consignment arrangement, and taking such other actions as may be appropriate to perfect and protect such Grantor’s interests in such inventory under Section 2-326, Section 9-103, Section 9-324 and Section 9-505 of the UCC or otherwise, which such financing statements filed pursuant to this Section shall be assigned to the Administrative Agent, for the benefit of the Secured PartyParties.

Collateral Held by Warehouseman, Bailee, etc. (i) If any Collateral with a value, individually or in the aggregate, in excess of $100,000 is at any time in the possession or control of a warehouseman, bailee or any agent or processor of such Grantor (A) notify the Secured Party Collateral Agent of such possession, (B) notify such Person in writing of the Secured PartyCollateral Agent’s security interest for the benefit of the Secured Parties in such Collateral, (C) instruct such Person to hold all such Collateral for the Secured PartyCollateral Agent’s account and subject to the Secured PartyCollateral Agent’s instructions and (D) unless otherwise consented to in writing by the Secured PartyCollateral Agent, obtain (1) a written acknowledgment from such Person that it is holding such Collateral for the benefit of the Secured Party Collateral Agent and (2) such other documentation required by the Secured Party Collateral Agent (including, without limitation, subordination and access agreements). (ii) Perfect and protect such Grantor’s ownership interests in all Inventory stored with a consignee against creditors of the consignee by filing and maintaining financing statements against the consignee reflecting the consignment arrangement filed in all appropriate filing offices, providing any written notices required by the UCC to notify any prior creditors of the consignee of the consignment arrangement, and taking such other actions as may be appropriate to perfect and protect such Grantor’s interests in such inventory under Section 2-326, Section 9-103, Section 9-324 and Section 9-505 of the UCC or otherwise, which such financing statements filed pursuant to this Section shall be assigned to the Collateral Agent, for the benefit of the Secured PartyParties.

Collateral Held by Warehouseman, Bailee, etc. (i) If Except with respect to any locations excluded from the requirements set forth in Section 6.17 of the Credit Agreement, if any Collateral is at any time in the possession or control of a warehouseman, bailee or any agent or processor of such Grantor (A) notify the Secured Party Administrative Agent of such possession, (B) notify such Person in writing of the Secured PartyAdministrative Agent’s security interest for the benefit of the Secured Parties in such Collateral, (C) instruct such Person to hold all such Collateral for the Secured PartyAdministrative Agent’s account and subject to the Secured PartyAdministrative Agent’s instructions and (D) unless otherwise consented to in writing by the Secured PartyAdministrative Agent, obtain (1) a written acknowledgment from such Person that it is holding such Collateral for the benefit of the Secured Party Administrative Agent and (2) such other documentation required by the Secured Party Administrative Agent (including, without limitation, including subordination and access agreements). (ii) Perfect and protect such Grantor’s ownership interests in all Inventory stored with a consignee against creditors of the consignee by filing and maintaining financing statements against the consignee reflecting the consignment arrangement filed in all appropriate filing offices, providing any written notices required by the UCC to notify any prior creditors of the consignee of the consignment arrangement, and taking such other actions as may be appropriate to perfect and protect such Grantor’s interests in such inventory under Section 2-326, Section 9-103, Section 9-324 and Section 9-505 of the UCC or otherwise, which such financing statements filed pursuant to this Section shall be assigned to the Administrative Agent, for the ratable benefit of the Secured PartyParties.