Common use of Collateral in the Possession of a Bailee Clause in Contracts

Collateral in the Possession of a Bailee. Without limiting the provisions of the Credit Agreement, if an Event of Default shall occur and be continuing and if any Inventory or other Goods, other than Inventory or Goods having a market value not in excess of $2,500,000 in the aggregate, are in the possession of a bailee, such Assignor shall promptly notify the Collateral Agent thereof and, if requested by the Collateral Agent, shall use its commercially reasonable efforts to promptly obtain an acknowledgment from such bailee, in form and substance reasonably satisfactory to the Collateral Agent, that the bailee holds such Collateral for the benefit of the Collateral Agent and shall act upon the instructions of the Collateral Agent, without the further consent of such Assignor. The Collateral Agent agrees with such Assignor that the Collateral Agent shall not give any such instructions unless an Event of Default has occurred and is continuing.

Collateral in the Possession of a Bailee. Without limiting the provisions of the Credit Agreement, if an a Specified ABL Event of Default shall occur and be continuing and if any Inventory or other Goods, other than Inventory or Goods having a market value not in excess of $2,500,000 5,000,000 in the aggregate, are in the possession of a bailee, such Assignor Grantor shall promptly notify the Collateral Agent thereof and, if requested by the Collateral Agent, shall use its commercially reasonable efforts to promptly obtain an acknowledgment from such bailee, in form and substance reasonably satisfactory to the Collateral Agent, that the bailee holds such Collateral for the benefit of the Collateral Agent and shall act upon the instructions of the Collateral Agent, without the further consent of such AssignorGrantor. The Collateral Agent agrees with such Assignor Grantor that the Collateral Agent shall not give any such instructions unless an a Specified ABL Event of Default has occurred and is continuing.

Collateral in the Possession of a Bailee. Without limiting the provisions of the Credit Agreement, if an Event of Default shall occur and be continuing and if If any Inventory or other Goods, other than Inventory or Goods having a the aggregate fair market value not in excess of which is equal to or greater than $2,500,000 in the aggregate500,000, are at any time in the possession of a bailee, such Assignor Grantor shall promptly notify concurrently with the delivery of the next Compliance Certificate provided under the Credit Agreement thereafter furnish the Collateral Agent with written notice thereof and, if requested by the Collateral Agent, shall use its commercially reasonable efforts to promptly obtain an acknowledgment from such bailee, in form and substance reasonably satisfactory to the Collateral Agent, that the bailee holds such Collateral for the benefit of the Collateral Agent and shall act upon the instructions of the Collateral Agent, without the further consent of such AssignorGrantor. The Collateral Agent agrees with such Assignor Grantor that the Collateral Agent shall not give any such instructions unless an Event of Default has occurred and is continuing.

Collateral in the Possession of a Bailee. Without limiting the provisions If any inventory or other goods of the Credit AgreementObligor, if an Event of Default shall occur and be continuing and if any Inventory or other Goods, other than Inventory or Goods having a the aggregate fair market value not in excess of which is equal to or greater than $2,500,000 in the aggregate500,000, are at any time in the possession of a baileebailee (other than the Collateral Agent), such Assignor the Obligor shall promptly notify concurrently with the delivery of the next Compliance Certificate provided under the Credit Agreement thereafter furnish the Collateral Agent with written notice thereof and, if requested by the Collateral Agent, shall use its commercially reasonable efforts to promptly obtain an acknowledgment from such bailee, in form and substance reasonably satisfactory to the Collateral Agent, that the bailee holds such Collateral for the benefit of the Collateral Agent and shall act upon the instructions of the Collateral Agent, without the further consent of such Assignorthe Obligor. The Collateral Agent agrees with such Assignor the Obligor that the Collateral Agent shall not give any such instructions unless an Event of Default has occurred and is continuing.

Collateral in the Possession of a Bailee. Without limiting the provisions of the Credit Agreement, if an a Specified ABL Event of Default shall occur and be continuing and if any Inventory or other Goods, other than Inventory or Goods having a market value not in excess of $2,500,000 US$5,000,000 in the aggregate, are in the possession of a bailee, such Assignor Grantor shall promptly notify the Collateral Agent thereof and, if requested by the Collateral Agent, shall use its commercially reasonable efforts to promptly obtain an acknowledgment from such bailee, in form and substance reasonably satisfactory to the Collateral Agent, that the bailee holds such Collateral for the benefit of the Collateral Agent and shall act upon the instructions of the Collateral Agent, without the further consent of such AssignorGrantor. The Collateral Agent agrees with such Assignor Grantor that the Collateral Agent shall not give any such instructions unless an a Specified ABL Event of Default has occurred and is continuing.

Collateral in the Possession of a Bailee. Without limiting the provisions of the Credit AgreementAgreement for Inventory to constitute Eligible Inventory, if an Event of Default shall occur and be continuing and if any Inventory or other Goods, other than Inventory or Goods having a market value not in excess of $2,500,000 in the aggregate, are at any time in the possession of a bailee, such Assignor shall promptly notify the Collateral Agent thereof and, if requested by the Collateral Agent, shall use its commercially reasonable efforts to promptly obtain an acknowledgment from such bailee, in form and substance reasonably satisfactory to the Collateral Agent, that the bailee holds such Collateral for the benefit of the Collateral Agent and shall act upon the instructions of the Collateral Agent, without the further consent of such Assignor. The Collateral Agent agrees with such Assignor that the Collateral Agent shall not give any such instructions unless an Event of Default has occurred and is continuing.

Collateral in the Possession of a Bailee. Without limiting the provisions of the Credit Agreement, if an Event of Default shall occur and be continuing and if any Inventory constituting Collateral or other GoodsGoods constituting Collateral, other than such Inventory or Goods having a market value not in excess of $2,500,000 5,000,000 in the aggregate, are in the possession of a bailee, such Assignor shall promptly notify the Collateral Agent thereof and, if requested by the Collateral Agent, shall use its commercially reasonable efforts to promptly obtain an acknowledgment from such bailee, in form and substance reasonably satisfactory to the Collateral Agent, that the bailee holds such Collateral for the benefit of the Collateral Agent and shall act upon the instructions of the Collateral Agent, without the further consent of such Assignor. The Collateral Agent agrees with such Assignor that the Collateral Agent shall not give any such instructions unless an Event of Default has occurred and is continuing.

Collateral in the Possession of a Bailee. Without limiting the provisions of the Credit Agreement, if an Event of Default shall occur and be continuing and if any Inventory constituting Collateral or other GoodsGoods constituting Collateral, other than such Inventory or Goods having a market value not in excess of $2,500,000 5,000,000 in the aggregateaggregate and other than Dutch Pledged Inventory, are in the possession of a bailee, such Assignor shall promptly notify the Collateral Agent thereof and, if requested by the Collateral Agent, shall use its commercially reasonable efforts to promptly obtain an acknowledgment from such bailee, in form and substance reasonably satisfactory to the Collateral Agent, that the bailee holds such Collateral for the benefit of the Collateral Agent and shall act upon the instructions of the Collateral Agent, without the further consent of such Assignor. The Collateral Agent agrees with such Assignor that the Collateral Agent shall not give any such instructions unless an Event of Default has occurred and is continuing.

Collateral in the Possession of a Bailee. Without limiting the provisions of the Credit Agreement, if an Event of Default shall occur and be continuing and if If any Inventory or other Goods, other than Inventory or Goods having with a fair market value not (as determined in excess good faith by senior management of the Borrower or the respective Grantor) of $2,500,000 in the aggregate, 5,000,000 or more are at any time in the possession of a bailee, such Assignor the respective Grantor shall promptly notify the Collateral Agent thereof and, if requested by the Collateral Agent, shall promptly use its commercially reasonable efforts to promptly obtain an acknowledgment from such the bailee, in form and substance reasonably satisfactory to the Collateral Agent, that the bailee holds such Collateral for the benefit of the Collateral Agent and shall act upon the instructions of the Collateral Agent, without the further consent of such Assignorthe respective Grantor. The Collateral Agent agrees with such Assignor the Grantors that the Collateral Agent shall not give any such instructions unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by the respective Grantor with respect to the bailee.