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

Collateral in the Possession of a Bailee. If any Inventory or other Goods in an aggregate amount for all Assignors of $5,000,000 or more are at any time in the possession of a bailee, the respective Assignors shall promptly notify the Collateral Agent thereof and, if requested by the Collateral Agent, shall use its reasonable best 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 the respective Assignors. The Collateral Agent agrees with the Assignors that the Collateral Agent shall not give any such instructions unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the respective Assignor with respect to any such bailee.

Collateral in the Possession of a Bailee. If any Inventory or other Goods in an Goods, the aggregate amount for all Assignors fair market value of which is equal to or greater than $5,000,000 or more 250,000, are at any time in the possession of a bailee, the respective Assignors such Assignor shall promptly notify the Collateral Agent thereof and, if requested by the Collateral Agent, shall use its reasonable best 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 the respective Assignorssuch Assignor. The Collateral Agent agrees with the Assignors such Assignor that the Collateral Agent shall not give any such instructions unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the respective Assignor with respect to any such bailee.

Collateral in the Possession of a Bailee. If any Inventory or other Goods in having an aggregate amount for all Assignors value in excess of $5,000,000 or more 2,000,000 are at any time in the possession of a bailee, the respective Assignors such Assignor shall promptly notify the Collateral Agent thereof and, if requested by the Collateral Agent, shall use its commercially reasonable best 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 the respective Assignorssuch Assignor. The Collateral Agent agrees with the Assignors such Assignor that the Collateral Agent shall not give any such instructions unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the respective Assignor with respect to any such bailee.

Collateral in the Possession of a Bailee. If any Inventory or other Goods in with an aggregate amount for all Assignors fair market value in excess of $5,000,000 or more 1,000,000 are at any time in the possession of a bailee, the respective Assignors such Assignor shall promptly notify the Collateral Agent thereof and, if requested by the Collateral Agent, shall use its reasonable best 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 the respective Assignorssuch Assignor. The Collateral Agent agrees with the Assignors such Assignor that the Collateral Agent shall not give any such instructions unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the respective Assignor with respect to any such bailee.

Collateral in the Possession of a Bailee. If any Inventory or other Goods of any Assignor with a fair market value in an aggregate amount for all Assignors excess of $5,000,000 or more 100,000 are at any time in the possession of a bailee, the respective Assignors such Assignor shall promptly notify the Collateral Agent thereof and, if requested by the Collateral Agent, shall use its reasonable best 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 the respective Assignorssuch Assignor. The Collateral Agent agrees with the Assignors such Assignor that the Collateral Agent shall not give any such instructions unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the respective Assignor with respect to any such baileecontinuing.

Collateral in the Possession of a Bailee. If any Inventory or other Goods in an aggregate amount for all Assignors of $5,000,000 or more are at any time in the possession of a baileebailee and in an amount of $1,500,000 or more, the respective Assignors Assignor shall promptly notify the Collateral Agent thereof and, if requested by the Collateral Agent, shall use its reasonable best 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 the respective AssignorsAssignor. The Collateral Agent agrees with the Assignors that the Collateral Agent shall not give any such instructions unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the respective Assignor with respect to any such bailee.

Collateral in the Possession of a Bailee. If any Inventory or other Goods in an aggregate amount for all Assignors of $5,000,000 2,000,000 or more are at any time in the possession of a bailee, the respective Assignors shall promptly notify the Collateral Agent thereof and, if requested by the Collateral Agent, shall use its reasonable best 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 the respective Assignors. The Collateral Agent agrees with the Assignors that the Collateral Agent shall not give any such instructions unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the respective Assignor with respect to any such bailee.

Collateral in the Possession of a Bailee. If any Inventory or other Goods with a fair market value (as determined in an aggregate amount for all Assignors good faith by senior management of the Borrower or the respective Assignor) of $5,000,000 1,000,000 or more are at any time in the possession of a bailee, the respective Assignors Assignor shall promptly notify the Collateral Agent thereof and, if requested by the Collateral Agent, shall use its reasonable best 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 the respective AssignorsAssignor. The Collateral Agent agrees with the Assignors that the Collateral Agent shall not give any such instructions unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the respective Assignor with respect to any such the bailee.