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

Collateral Held by Warehouseman, Bailee, etc. (i) If any Collateral with a value in excess of $700,000 is in the possession or control of any one warehouseman, bailee or any agent or processor of such Grantor or if there is any Collateral with a value in excess of $1,800,000 in the aggregate for all such warehousemans, bailees or any agents or processors of such Grantor (A) notify the Administrative Agent of such possession, (B) notify such Person in writing of the Administrative 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 Administrative Agent’s account and subject to the Administrative Agent’s instructions and (D) unless otherwise consented to in writing by the Administrative Agent, obtain (1) a written acknowledgment from such Person that it is holding such Collateral for the benefit of the Administrative Agent and (2) such other documentation required by the Administrative Agent (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 $700,000 at any one location and $1,800,000 in the aggregate at all such locations, 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 Parties.

Collateral Held by Warehouseman, Bailee, etc. (i) If any Collateral with a an aggregate value in excess of $700,000 5,000,000 is at any time in the possession or control of any one single consignee warehouseman, bailee (other than a common carrier transporting inventory to a purchaser in the ordinary course of business), processor or any agent or processor of such Grantor or other third party and if there is any Collateral with a value in excess of $1,800,000 in the aggregate for all such warehousemans, bailees or any agents or processors of such Grantor (A) notify the Administrative Agent of such possessionso reasonably requests, (Bi) notify such Person in writing of the Administrative Agent’s security interest for the benefit of the Secured Parties in such Collateraltherein, (Cii) instruct such Person to hold all such Collateral for the Administrative Agent’s account and subject to the Administrative Agent’s instructions and instructions, (Diii) unless otherwise consented use commercially reasonable efforts to in writing by the Administrative Agent, obtain (1) a written acknowledgment collateral access agreement from such Person that it is holding such Collateral for the benefit in favor of the Administrative Agent (in form and substance satisfactory to the Administrative Agent) and (2iv) use commercially reasonable efforts to cause such Person to issue and deliver to the Administrative Agent warehouse receipts, bills of lading or any similar documents relating to such Collateral, together with, all such endorsements, assignments and other documentation required instruments of transfer reasonably requested by the Administrative Agent (includingwith respect to the security interest granted in such Collateral, without limitationand in each case, subordination in form and access agreements). (ii) Perfect substance reasonably satisfactory to the Administrative Agent. Further, each Grantor shall perfect and protect such Grantor’s ownership interests in all Inventory with having a fair market value in excess of more than $700,000 at any one location 500,000 and $1,800,000 in the aggregate at all such locations, 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 Inventory under Section 2-326, Section 9-103, Section 9-324 and Section 9-505 of the UCC or otherwise, which . All such financing statements filed pursuant to this Section shall be assigned to the Administrative Agent, for the ratable benefit of the Secured Parties.

Collateral Held by Warehouseman, Bailee, etc. (i) If any Collateral with a value in excess of $700,000 1,000,000 is at any time in the possession or control of any one a warehouseman, bailee or any agent or processor of such Grantor or if there is any Collateral with a value in excess of $1,800,000 in the aggregate for all such warehousemans, bailees or any agents or processors of such Grantor (A) notify the Administrative Agent in writing of such possession, (B) notify such Person in writing of the Administrative 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 Administrative Agent’s account and subject to the Administrative Agent’s instructions and (D) unless otherwise consented to in writing by the Administrative AgentAgent and subject to the provisions of Section 6.13(d) of the Credit Agreement, use commercially reasonable efforts to obtain (1) a written acknowledgment from such Person that it is holding such Collateral for the benefit of the Administrative Agent and (2) such other documentation required by the Administrative Agent (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 $700,000 at any one location and $1,800,000 in the aggregate at all such locations, 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 Parties.

Collateral Held by Warehouseman, Bailee, etc. (i) If Upon the reasonable request of the Administrative Agent, with respect to any Collateral with a value in excess of $700,000 that is at any time in the possession or control of any one a warehouseman, bailee or any agent or processor of such Grantor or if there is any Collateral with a value in excess of $1,800,000 in the aggregate for all such warehousemansGrantor, bailees or any agents or processors of such Grantor (A) notify the Administrative Agent of such possession, (B) notify such Person in writing of the Administrative Agent’s security interest for the benefit of the Secured Parties holders of the Obligations in such Collateral, (CB) instruct such Person to hold all such Collateral for the Administrative Agent’s account and subject to the Administrative Agent’s instructions and (DC) unless otherwise consented use reasonable efforts to in writing by the Administrative Agent, obtain (1) a written acknowledgment from such Person that it is holding such Collateral for the benefit of the Administrative Agent and (2) such other documentation required by the Administrative Agent (including, without limitation, subordination and access agreements). (ii) Perfect Upon the reasonable request of the Administrative Agent, perfect and protect such Grantor’s ownership interests in all Inventory with a value in excess of $700,000 at any one location and $1,800,000 in the aggregate at all such locations, 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 Partiesholders of the Obligations.

Collateral Held by Warehouseman, Bailee, etc. (i) If any Collateral with a an aggregate value in excess of $700,000 1,000,000 is at any time in the possession or control of any one single consignee warehouseman, bailee (other than a common carrier transporting inventory to a purchaser in the ordinary course of business), processor or any agent or processor of such Grantor or other third party and if there is any Collateral with a value in excess of $1,800,000 in the aggregate for all such warehousemans, bailees or any agents or processors of such Grantor (A) notify the Administrative Agent of such possessionso reasonably requests, (Bi) notify such Person in writing of the Administrative Agent’s security interest for the benefit of the Secured Parties in such Collateraltherein, (Cii) instruct such Person to hold all such Collateral for the Administrative Agent’s account and subject to the Administrative Agent’s instructions and instructions, (Diii) unless otherwise consented use commercially reasonable efforts to in writing by the Administrative Agent, obtain (1) a written acknowledgment from such Person that it is holding such Collateral for the benefit of the Administrative Agent and (2iv) use commercially reasonable efforts to cause such Person to issue and deliver to the Administrative Agent warehouse receipts, bills of lading or any similar documents relating to such Collateral, together with, all such endorsements, assignments and other documentation required instruments of transfer reasonably requested by the Administrative Agent (includingwith respect to the security interest granted in such Collateral, without limitationand in each case, subordination in form and access agreements). (ii) Perfect substance reasonably satisfactory to the Administrative Agent. Further, each Grantor shall perfect and protect such Grantor’s ownership interests in all Inventory with having a fair market value in excess of more than $700,000 at any one location 250,000 and $1,800,000 in the aggregate at all such locations, 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 . All such financing statements filed pursuant to this Section shall be assigned to the Administrative Agent, for the ratable benefit of the Secured Parties.

Collateral Held by Warehouseman, Bailee, etc. (i) If Without limiting the generality of any other provision of this Agreement, each Grantor agrees that it shall not permit any Collateral with a value valued in excess of (x) prior to the Milestone, $700,000 is 2,500,000 and (y) from and after the occurrence of the Milestone, $10,000,000 to be in the possession or control of any one bailee, warehouseman, agent, processor or other third party at any time unless such bailee or any agent or processor of such Grantor or if there is any Collateral with a value in excess of $1,800,000 in the aggregate for all such warehousemans, bailees or any agents or processors of such Grantor (A) notify the Administrative Agent of such possession, (B) notify such other Person in writing shall have been notified of the Administrative security interest created by this Agreement (or, if required under Applicable Law in order to perfect the Purchaser Agent’s security interest for the benefit of the Secured Parties in such Collateral, (C) instruct such bailee or other Person to hold all such Collateral for the Administrative Agent’s account and subject shall have acknowledged to the Administrative Agent’s instructions and (D) unless otherwise consented to Purchaser Agent in writing by the Administrative Agent, obtain (1) a written acknowledgment from such Person that it is holding such Collateral for the benefit of the Administrative Purchaser Agent and subject to such security interest and to the instructions of the Purchaser Agent) and such Grantor shall have exercised its commercially reasonable best efforts to obtain from such bailee or other Person, at such Grantor’s sole cost and expense, (1) the written acknowledgement described above (if not already required by Applicable Law to perfect the Purchaser Agent’s security interest) and agreement to waive and release any Lien (whether arising by operation of Applicable Law or otherwise) it may have with respect to such Collateral, such agreement to be in form and substance reasonably satisfactory to the Purchaser Agent and (2) such other documentation required by the Administrative Purchaser Agent or the Purchaser Agent (including, without limitation, subordination and access agreementsagreements in respect of such location). (ii) Perfect At the Purchaser Agent’s reasonable request, perfect and protect such Grantor’s ownership interests in all Inventory with a value in excess of $700,000 at any one location and $1,800,000 in the aggregate at all such locations, 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 4(e)(ii) shall be assigned to the Administrative Purchaser Agent, for the benefit of the Secured Parties.

Collateral Held by Warehouseman, Bailee, etc. (i) If any Collateral with a an aggregate value in excess of $700,000 5,000,000 is at any time in the possession or control of any one single consignee warehouseman, bailee (other than a common carrier transporting inventory to a purchaser in the ordinary course of business), processor or any agent or processor of such Grantor or other third party and if there is any Collateral with a value in excess of $1,800,000 in the aggregate for all such warehousemans, bailees or any agents or processors of such Grantor (A) notify the Administrative Agent of such possessionso reasonably requests, (Bi) notify such Person in writing of the Administrative Agent’s security interest for the benefit of the Secured Parties in such Collateraltherein, (Cii) instruct such Person to hold all such Collateral for the Administrative Agent’s account and subject to the Administrative Agent’s instructions and instructions, (Diii) unless otherwise consented use commercially reasonable efforts to in writing by the Administrative Agent, obtain (1) a written acknowledgment collateral access agreement from such Person that it is holding such Collateral for the benefit in favor of the Administrative Agent (in form and substance satisfactory to the Administrative Agent) and (2iv) use commercially reasonable efforts to cause such Person to issue and deliver to the Administrative Agent warehouse receipts, bills of lading or any similar documents relating to such Collateral, together with, all such endorsements, assignments and other documentation required instruments of transfer reasonably requested by the Administrative Agent (includingwith respect to the security interest granted in such Collateral, without limitationand in each case, subordination in form and access agreements). (ii) Perfect substance reasonably satisfactory to the Administrative Agent. Further, if the Administrative Agent so reasonably requests, each Grantor shall perfect and protect such Grantor’s ownership interests in all Inventory with having a fair market value in excess of more than $700,000 at any one location 250,000 and $1,800,000 in the aggregate at all such locations, 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 Inventory under Section 2-3262.326, Section 9-1039.103, Section 9-324 9.324 and Section 9-505 9.505 of the UCC or otherwise, which . All such financing statements filed pursuant to this Section shall be assigned to the Administrative Agent, for the benefit of the Secured Parties.filed

Collateral Held by Warehouseman, Bailee, etc. (i) If During the existence of any Event of Default and the continuation thereof, and at the written request of the Administrative Agent, if any Collateral with a value in excess of $700,000 is at any time in the possession or control of any one a warehouseman, bailee or any agent or processor of such Grantor or if there is any Collateral with a value in excess of $1,800,000 in the aggregate for all such warehousemans, bailees or any agents or processors of such Grantor (A) notify the Administrative Agent of such possession, (B) notify such Person in writing of the Administrative 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 Administrative Agent’s account and subject to the Administrative Agent’s instructions and (D) unless otherwise consented to in writing by the Administrative 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 Administrative Agent and (2) such other documentation required by the Administrative Agent (including, without limitation, subordination and access agreements).; and (ii) Perfect At the request of the Administrative Agent, perfect and protect such Grantor’s ownership interests in all Inventory with a value in excess of $700,000 at any one location and $1,800,000 in the aggregate at all such locations, 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 Parties.