Common use of Control Agent Clause in Contracts

Control Agent. (a) The Borrower and each Subsidiary Guarantor hereby grants to the Control Agent, for the benefit of the First Lien Secured Parties and the Second Lien Secured Parties, a security interest in all of their respective Deposit Accounts and all proceeds thereof now owned or at any time hereafter acquired by the Borrower or such Subsidiary Guarantor or in which the Borrower or such Subsidiary Guarantor now has or at any time in the future may acquire any right, title or interest, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all First Lien Obligations and Second Lien Obligations. (b) The First Lien Collateral Agent, on behalf of each of the First Lien Secured Parties, hereby appoints Deutsche Bank Trust Company Americas as the agent (the “Control Agent”) for the First Lien Collateral Agent for the benefit of each of the First Lien Secured Parties (and also acknowledges that the Control Agent will act for the benefit of each of the Second Lien Secured Parties) for purposes of obtaining and perfecting any Lien on any Deposit Accounts of Company and the Subsidiary Guarantors. The Second Lien Collateral Agent, on behalf of each of the Second Lien Secured Parties, hereby appoints Deutsche Bank Trust Company Americas as the Control Agent for the Second Lien Collateral Agent for the benefit of each of the Second Lien Secured Parties (and also acknowledges that the Control Agent will act as agent for the benefit of each of the First Lien Secured Parties) for purposes of obtaining and perfecting any Lien on any Deposit Accounts of Company and the Subsidiary Guarantors. The Control Agent hereby accepts such appointment. If at any time, Deutsche Bank Trust Company Americas ceases to act as First Lien Collateral Agent in accordance with Section 9.5 of the First Lien Credit Agreement, the successor First Lien Collateral Agent appointed thereunder shall be appointed successor Control Agent hereunder, provided that, upon the Discharge of the First Lien Obligations, the First Lien Collateral Agent shall provide notice to any depository bank party to a Control Agreement of its resignation as Control Agent and so long as the Discharge of the Second Lien Obligations has not occurred, shall appoint Second Lien Collateral Agent as successor Control Agent under each such Control Agreement, and from and after such Discharge of the First Lien Obligations, the Second Lien Collateral Agent shall be Control Agent hereunder. Notwithstanding the foregoing, (i) any resigning Control Agent shall continue to be Control Agent under any Control Agreement until a successor Control Agent executes a counterpart or equivalent thereof to such Control Agreement accepting such appointment, and (ii) no Control Agent shall deliver any notice terminating any Control Agreement until each of the Discharge of First Lien Obligations and the Discharge of Second Lien Obligations has occurred.

Control Agent. (a) The Borrower Administrative Agent, on behalf of itself and each Subsidiary Guarantor hereby grants the Lenders, appoints Wachovia Bank, National Association as its collateral agent (together with any successor in such capacity appointed by the Administrative Agent) for the limited purpose of acting as the agent on behalf of the Administrative Agent (on behalf of the Lenders) with respect to the Control Agent, Collateral for purposes of perfecting the Liens of such parties on the Control Collateral. The Control Agent accepts such appointment and agrees to hold such Control Collateral in its possession or control (or in the possession or control of its agents or bailees) as Control Agent for the benefit of the First Lien Secured Parties Administrative Agent (on behalf of the Lenders) and any permitted assignee of any thereof solely for the Second Lien Secured Parties, a purpose of perfecting the security interest granted to such parties in all of their respective such Control Collateral. The Administrative Agent hereby acknowledges that the Control Agent will obtain “control” under the UCC over certain Deposit Accounts and all proceeds thereof now owned or at any time hereafter acquired Securities Accounts as contemplated by this Security Agreement for the benefit of the Administrative Agent (on behalf of the Lenders). The Administrative Agent hereby also acknowledges and agrees that the Control Agent will enter into landlord lien waivers as contemplated by the Borrower or such Subsidiary Guarantor or in which the Borrower or such Subsidiary Guarantor now has or at any time in the future may acquire any right, title or interest, as collateral security Credit Agreement for the prompt and complete payment and performance when due benefit of the Administrative Agent (whether at on behalf of the stated maturity, by acceleration or otherwise) of all First Lien Obligations and Second Lien ObligationsLenders). (b) The First Lien Collateral Agent, Control Agent and the Administrative Agent (on behalf of the Lenders), each hereby agrees that the Administrative Agent shall have the sole and exclusive right and authority to give instructions to, and otherwise direct, the Control Agent in respect of the First Lien Secured PartiesControl Collateral or any control agreement with respect to any Control Collateral. The Obligors hereby jointly and severally agree to pay, hereby appoints Deutsche Bank Trust Company Americas as reimburse, indemnify and hold harmless the agent (Control Agent to the “Control Agent”) same extent and on the same terms that the Obligors are required to do so for the First Lien Collateral Administrative Agent in accordance with the Credit Agreement. The Lenders hereby jointly and severally agree to pay, reimburse, indemnify and hold harmless the Control Agent to the same extent and on the same terms that the Lenders are required to do so for the Administrative Agent in accordance with the Credit Agreement. (c) The provisions of Article VIII of the Credit Agreement shall inure to the benefit of each of the First Lien Secured Parties (and also acknowledges that the Control Agent will act for the benefit of each of the Second Lien Secured Parties) for purposes of obtaining and perfecting any Lien on any Deposit Accounts of Company and the Subsidiary Guarantors. The Second Lien Collateral Agent, on behalf of each of the Second Lien Secured Parties, hereby appoints Deutsche Bank Trust Company Americas (as if the Control Agent for were the Second Lien Collateral Agent for agent named therein) in respect of this Security Agreement, and shall be binding upon all Obligors and all Lenders and upon the benefit of each parties hereto in such respect. In furtherance and not in derogation of the Second Lien Secured Parties (rights, privileges and also acknowledges that immunities of the Control Agent will therein set forth: (i) The Control Agent is authorized to take all such actions as are provided to be taken by it as Control Agent hereunder, or as instructed by the Administrative Agent as provided herein, in each case together with all other actions reasonably incidental thereto. As to any matters not expressly provided for herein (including, without limitation, the timing and methods of realization upon the Control Collateral), the Control Agent shall act as agent or refrain from acting in accordance with written instructions from the Administrative Agent, or, in the absence of such instructions or provisions, in accordance with its reasonable discretion. (ii) The Control Agent shall not be responsible for the benefit existence, genuineness or value of each any of the First Lien Secured Parties) Collateral or for purposes the validity, perfection, priority or enforceability of obtaining and perfecting any Lien created under this Security Agreement in any of the Collateral, whether impaired by operation of Law or by reason of any action or omission to act on any Deposit Accounts of Company and the Subsidiary Guarantorsits part hereunder unless such action or omission constitutes gross negligence or willful misconduct. The Control Agent hereby accepts shall not have a duty to ascertain or inquire as to the performance or observance of any of the terms of this Security Agreement by any Obligor. This Security Agreement shall not subject the Control Agent to any obligation or liability except as expressly set forth herein. In particular, the Control Agent shall have no duty to investigate whether the obligations of any Obligor to the Administrative Agent or any other Lender are in default or whether the Administrative Agent is entitled under this Security Agreement, or otherwise to give any instructions or notice of exclusive control. The Control Agent is fully entitled to rely upon such appointment. If at instructions as it believes in good faith to have originated from the Administrative Agent. (iii) Except as set forth in clause (iv) below, the Control Agent shall have no obligation whatsoever to the Administrative Agent or any timeLender including, Deutsche Bank Trust Company Americas ceases without limitation, any obligation to act assure that the Control Collateral is owned by any Obligor or one of their respective Subsidiaries or to preserve rights or benefits of any Person except as First Lien expressly set forth in this Section 26. (iv) In acting on behalf of the Administrative Agent and the Lenders, the duties or responsibilities of the Control Agent under this Section 26 shall be limited solely to: (A) entering into one or more control agreements in form and substance satisfactory to the Control Agent and the Administrative Agent with respect to Control Collateral Agent consisting of Deposit Accounts and Securities Accounts and exercising the rights of the Secured Parties thereunder in accordance with Section 9.5 the instructions of, and on behalf of, the Administrative Agent; (B) delivering any notices received by it with respect to any item of Control Collateral in its possession or control to the Administrative Agent; and (C) entering into any landlord lien waivers as directed by the Administrative Agent. (d) The Control Agent shall not, by reason of the First Lien Credit AgreementAgreement or this Security Agreement or any other document, have a fiduciary relationship in respect of the successor First Lien Collateral Administrative Agent appointed thereunder shall be appointed successor or any Lender or any Obligor. (e) The Control Agent hereunder, provided that, upon the Discharge of the First Lien Obligations, the First Lien Collateral Agent shall provide notice have an unfettered right to any depository bank party to a Control Agreement of its resignation resign as Control Agent upon thirty (30) days prior written notice to the Company and so long as the Discharge Administrative Agent. If upon the effective date of such resignation no successor to the Second Lien Obligations has not occurred, shall appoint Second Lien Collateral Agent as successor Control Agent under each such Control Agreement, and from and after such Discharge of has been appointed by the First Lien ObligationsAdministrative Agent, the Second Lien Collateral Agent shall be Control Agent hereunder. Notwithstanding the foregoing, (i) any resigning Control Agent shall continue enter into any amendments to Control Agreements as may be necessary to allow the Administrative Agent to obtain control of such Control Collateral and the Administrative Agent shall accept and succeed to the role of the Control Agent under any as the agent for perfection on the Control Agreement until a successor Control Agent executes a counterpart or equivalent thereof to such Control Agreement accepting such appointment, and (ii) no Control Agent shall deliver any notice terminating any Control Agreement until each of the Discharge of First Lien Obligations and the Discharge of Second Lien Obligations has occurredCollateral.

Control Agent. (a) The Borrower Administrative Agent, on behalf of itself and each Subsidiary Guarantor hereby grants the Lenders, appoints Wachovia Bank, National AssociationGleacher Products Corp. as its collateral agent (together with any successor in such capacity appointed by the Administrative Agent) for the limited purpose of acting as the agent on behalf of the Administrative Agent (on behalf of the Lenders) with respect to the Control Agent, Collateral for purposes of perfecting the Liens of such parties on the Control Collateral. The Control Agent accepts such appointment and agrees to hold such Control Collateral in its possession or control (or in the possession or control of its agents or bailees) as Control Agent for the benefit of the First Lien Secured Parties Administrative Agent (on behalf of the Lenders) and any permitted assignee of any thereof solely for the Second Lien Secured Parties, a purpose of perfecting the security interest granted to such parties in all of their respective such Control Collateral. The Administrative Agent hereby acknowledges that the Control Agent will obtain “control” under the UCC over certain Deposit Accounts and all proceeds thereof now owned or at any time hereafter acquired Securities Accounts as contemplated by this Security Agreement for the benefit of the Administrative Agent (on behalf of the Lenders). The Administrative Agent hereby also acknowledges and agrees that the Control Agent will enter into landlord lien waivers as contemplated by the Borrower or such Subsidiary Guarantor or in which the Borrower or such Subsidiary Guarantor now has or at any time in the future may acquire any right, title or interest, as collateral security Credit Agreement for the prompt and complete payment and performance when due benefit of the Administrative Agent (whether at on behalf of the stated maturity, by acceleration or otherwise) of all First Lien Obligations and Second Lien ObligationsLenders). (b) The First Lien Collateral Agent, Control Agent and the Administrative Agent (on behalf of the Lenders), each hereby agrees that the Administrative Agent shall have the sole and exclusive right and authority to give instructions to, and otherwise direct, the Control Agent in respect of the Control Collateral or any control agreement with respect to any Control Collateral. The Obligors hereby jointly and severally agree to pay, reimburse, indemnify and hold harmless the Control Agent to the same extent and on the same terms that the Obligors are required to do so for the Administrative Agent in accordance with the Credit Agreement. The Lenders hereby jointly and severally agree to pay, reimburse, indemnify and hold harmless the Control Agent to the same extent and on the same terms that the Lenders are required to do so for the Administrative Agent in accordance with the Credit Agreement. (c) The provisions of Article VIII of the Credit Agreement shall inure to the benefit of the Control Agent (as if the Control Agent were the agent named therein) in respect of this Security Agreement, and shall be binding upon all Obligors and all Lenders and upon the parties hereto in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Control Agent therein set forth: (i) The Control Agent is authorized to take all such actions as are provided to be taken by it as Control Agent hereunder, or as instructed by the Administrative Agent as provided herein, in each case together with all other actions reasonably incidental thereto. As to any matters not expressly provided for herein (including, without limitation, the timing and methods of realization upon the Control Collateral), the Control Agent shall act or refrain from acting in accordance with written instructions from the Administrative Agent, or, in the absence of such instructions or provisions, in accordance with its reasonable discretion. (ii) The Control Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of any Lien created under this Security Agreement in any of the Collateral, whether impaired by operation of Law or by reason of any action or omission to act on its part hereunder unless such action or omission constitutes gross negligence or willful misconduct. The Control Agent shall not have a duty to ascertain or inquire as to the performance or observance of any of the terms of this Security Agreement by any Obligor. This Security Agreement shall not subject the Control Agent to any obligation or liability except as expressly set forth herein. In particular, the Control Agent shall have no duty to investigate whether the obligations of any Obligor to the Administrative Agent or any other Lender are in default or whether the Administrative Agent is entitled under this Security Agreement, or otherwise to give any instructions or notice of exclusive control. The Control Agent is fully entitled to rely upon such instructions as it believes in good faith to have originated from the Administrative Agent. (iii) Except as set forth in clause (iv) below, the Control Agent shall have no obligation whatsoever to the Administrative Agent or any Lender including, without limitation, any obligation to assure that the Control Collateral is owned by any Obligor or one of their respective Subsidiaries or to preserve rights or benefits of any Person except as expressly set forth in this Section 26. (iv) In acting on behalf of the Administrative Agent and the Lenders, the duties or responsibilities of the Control Agent under this Section 26 shall be limited solely to: (A) entering into one or more control agreements in form and substance satisfactory to the Control Agent and the Administrative Agent with respect to Control Collateral consisting of Deposit Accounts and Securities Accounts and exercising the rights of the Secured Parties thereunder in accordance with the instructions of, and on behalf of, the Administrative Agent; (B) delivering any notices received by it with respect to any item of Control Collateral in its possession or control to the Administrative Agent; and (C) entering into any landlord lien waivers as directed by the Administrative Agent. (d) The Control Agent shall not, by reason of the Credit Agreement or this Security Agreement or any other document, have a fiduciary relationship in respect of the Administrative Agent or any Lender or any Obligor. (e) The Control Agent shall have an unfettered right to resign as Control Agent upon thirty (30) days prior written notice to the Company and the Administrative Agent. If upon the effective date of such resignation no successor to the Control Agent has been appointed by the Administrative Agent, the Control Agent shall enter into any amendments to Control Agreements as may be necessary to allow the Administrative Agent to obtain control of such Control Collateral and the Administrative Agent shall accept and succeed to the role of the Control Agent as the agent for perfection on the Control Collateral. THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this “Pledge Agreement”), is entered into as of February 28, 2007, among GATEHOUSE MEDIA HOLDCO, INC., a Delaware corporation (“Holdco”), GATEHOUSE MEDIA OPERATING, INC., a Delaware corporation (the “Company”), GATEHOUSE MEDIA MASSACHUSETTS I, INC., a Delaware corporation (“GateHouse I”), GATEHOUSE MEDIA MASSACHUSETTS II, INC., a Delaware corporation (“GateHouse II”), and ENHE ACQUISITION, LLC, a Delaware limited liability company (“ENHE” and, together with GateHouse I and GateHouse II, collectively the “Subsidiary Borrowers” and individually a “Subsidiary Borrower”), each of the First Lien Secured PartiesRestricted Subsidiaries from time to time party hereto (together with Holdco, hereby appoints Deutsche Bank Trust Company Americas as the agent (collectively the “Control Guarantors” and individually a “Guarantor”; the Guarantors, together with the Company and the Subsidiary Borrowers, collectively the “Pledgors” and individually an “Pledgor”), and WACHOVIA BANK, NATIONAL ASSOCIATIONGLEACHER PRODUCTS CORP., in its capacity as administrative agent under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”) for the First Lien Collateral Agent for the benefit of each of the First Lien Secured Parties (several banks and also acknowledges that the Control Agent will act for the benefit of each of the Second Lien Secured Parties) for purposes of obtaining and perfecting any Lien on any Deposit Accounts of Company and the Subsidiary Guarantors. The Second Lien Collateral Agent, on behalf of each of the Second Lien Secured Parties, hereby appoints Deutsche Bank Trust Company Americas other financial institutions as the Control Agent for the Second Lien Collateral Agent for the benefit of each of the Second Lien Secured Parties (and also acknowledges that the Control Agent will act as agent for the benefit of each of the First Lien Secured Parties) for purposes of obtaining and perfecting any Lien on any Deposit Accounts of Company and the Subsidiary Guarantors. The Control Agent hereby accepts such appointment. If at any time, Deutsche Bank Trust Company Americas ceases may from time to act as First Lien Collateral Agent in accordance with Section 9.5 of the First Lien Credit Agreement, the successor First Lien Collateral Agent appointed thereunder shall be appointed successor Control Agent hereunder, provided that, upon the Discharge of the First Lien Obligations, the First Lien Collateral Agent shall provide notice to any depository bank party to a Control Agreement of its resignation as Control Agent and so long as the Discharge of the Second Lien Obligations has not occurred, shall appoint Second Lien Collateral Agent as successor Control Agent under each such Control Agreement, and from and after such Discharge of the First Lien Obligations, the Second Lien Collateral Agent shall be Control Agent hereunder. Notwithstanding the foregoing, (i) any resigning Control Agent shall continue to be Control Agent under any Control Agreement until a successor Control Agent executes a counterpart or equivalent thereof time become parties to such Control Credit Agreement accepting such appointment, (individually a “Lender” and (ii) no Control Agent shall deliver any notice terminating any Control Agreement until each of collectively the Discharge of First Lien Obligations and the Discharge of Second Lien Obligations has occurred“Lenders”).

Control Agent. (a) The Borrower First Lien Collateral Agent, on behalf of each of the First Lien Secured Parties, the Second Lien Collateral Agent, on behalf of each of the Second Lien Secured Parties and the Third Lien Collateral Agent, on behalf of each of the Third Lien Secured Parties, each hereby appoints Wilmington as its agent (the “Control Agent”) for purposes of obtaining and perfecting any Lien on any Control Collateral (as defined below). Parent, Company and each Subsidiary Guarantor hereby grants to the Control Agent, for the benefit of the First Lien Secured Parties, the Second Lien Secured Parties and the Second Third Lien Secured Parties, a security interest in all of their respective Deposit Accounts and all proceeds thereof now owned or at any time hereafter acquired by the Borrower Parent, Company or such Subsidiary Guarantor or in which the Borrower Parent, Company or such Subsidiary Guarantor now has or at any time in the future may acquire any right, title or interestinterest (the “Control Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all First Lien Obligations, Second Lien Obligations and Second Third Lien Obligations. (b) The First Lien It is agreed that distributions on account of or by virtue of such security interest in the Control Collateral Agent, on behalf are subject to the relative priorities and the other provisions set forth in this Agreement and that such grant to the Control Agent is in no manner intended to (or shall be deemed to) alter in any manner whatsoever (i) the distinct nature or character of each of the First Lien Secured Parties, hereby appoints Deutsche Bank Trust Company Americas as Obligations (and the agent (the “Control Agent”) for accompanying First Lien Liens granted in the First Lien Collateral Agent for Documents), the benefit of each Second Lien Obligations (and the accompanying Second Lien Liens granted in the Second Lien Collateral Documents), or the Third Lien Obligations (and the accompanying Third Lien Liens granted in the Third Lien Collateral Documents), (ii) subject to Section 3.03, the sole exclusive right of the First Lien Secured Parties (and also acknowledges that to direct the Control Agent will act for the benefit of each of the Second Lien Secured Parties) for purposes of obtaining and perfecting any Lien on any Deposit Accounts of Company and the Subsidiary Guarantors. The Second Lien Collateral Agent, on behalf of each of the Second Lien Secured Parties, hereby appoints Deutsche Bank Trust Company Americas as the Control Agent for the Second Lien Collateral Agent for the benefit of each of the Second Lien Secured Parties (and also acknowledges that the Control Agent will act as agent for the benefit of each of the First Lien Secured Parties) for purposes of obtaining and perfecting any Lien on any Deposit Accounts of Company and the Subsidiary Guarantors. The Control Agent hereby accepts such appointment. If at any time, Deutsche Bank Trust Company Americas ceases to act as First Lien Collateral Agent in accordance with Section 9.5 of the First Lien Credit Agreement, the successor First Lien Collateral Agent appointed thereunder shall be appointed successor Control Agent hereunder, provided that, upon until the Discharge of the First Lien Obligations, the First Lien Collateral Agent shall provide notice to any depository bank party to a Control Agreement of its resignation as Control Agent and so long as the Discharge of the Second Lien Obligations has not occurred, shall appoint Second Lien occurred with respect to the Control Collateral Agent as successor Control Agent under each such Control Agreement, and from and after such Discharge of (including the First Lien Obligationsdisposition thereof, the Second Lien Collateral Agent shall be Control Agent hereunder. Notwithstanding the foregoingexercise of rights and remedies with respect thereto and application of proceeds thereof), (iiii) any resigning Control Agent shall continue subject to be Control Agent under any Control Agreement until a successor Control Agent executes a counterpart or equivalent thereof to such Control Agreement accepting such appointmentSection 3.03, and (ii) no Control Agent shall deliver any notice terminating any Control Agreement until each of following the Discharge of First Lien Obligations and until the Discharge of Second Lien Obligations has occurred, the sole exclusive right of the Second Lien Secured Parties to direct the Control Agent with respect to the Control Collateral (including the disposition thereof, the exercise of rights and remedies with respect thereto and application of proceeds thereof), and (iv) subject to Section 3.03, following the Discharge of Second Lien Obligations, the sole exclusive right of the Third Lien Secured Parties to direct the Control Agent with respect to the Control Collateral (including the disposition thereof, the exercise of rights and remedies with respect thereto and application of proceeds thereof). (c) The Control Agent shall be entitled to all the same rights, privileges, protections, immunities and indemnities in this Agreement as are afforded to the First Lien Collateral Agent under the First Lien Note Documents, the Second Lien Collateral Agent under the Second Lien Note Documents and the Third Lien Collateral Agent under the Third Lien Note Documents, all of which are incorporated herein mutatis mutandis, in addition to any such rights, privileges, protections, immunities and indemnities contained herein. In the administration of this Agreement and performance of its powers hereunder, the Control Agent shall not be required to act hereunder unless it shall have received appropriate direction from the applicable Collateral Agent, as provided in this Agreement.