Common use of Control Requirements Clause in Contracts

Control Requirements. (a) With respect to any Deposit Accounts (including any certificates of deposit), Securities Accounts, Security Entitlements, Commodity Contracts and Commodity Accounts included in the Collateral, each Grantor shall cause the Collateral Agent to have Control thereof (i) within 60 days after the Closing Date (or such longer period as the Collateral Agent may approve) for any Deposit Accounts (including any certificates of deposit), Securities Accounts, Security Entitlements, Commodity Contracts and Commodity Accounts set forth on Schedule 5.2(I) as of the Closing Date or (ii) within 60 days (or such longer period as the Collateral Agent may approve) after the opening of or entering into any Deposit Account (including any certificate of deposit), Securities Account, Security Entitlement, Commodity Contract and Commodity Account; provided, however, that such Control requirement shall not apply to any Deposit Accounts (including any certificates of deposit), Securities Accounts, Security Entitlements, Commodity Contracts and Commodity Accounts (A) exclusively used for all or any of payroll, benefits, taxes, escrow, customs, insurance impress accounts or other fiduciary purposes, (B) any disbursement account that is a zero balance account, (C) maintained with a foreign bank or foreign securities intermediary with a value of less than, or having funds or other assets credited thereto with a value of less than, $10,000,000 in the aggregate for all such Deposit Accounts (including certificates of deposit), Securities Accounts, Security Entitlements, Commodity Contracts and Commodity Accounts or (D) with a value of less than, or having funds or other assets credited thereto with a value of less than (i) $5,000,000 in the aggregate at the close of business on any day and (ii) $10,000,000 in the aggregate at any time outstanding, in each case for all such Deposit Accounts (including any certificates of deposit), Securities Accounts, Security Entitlements, Commodity Contracts and Commodity Accounts. With respect to any such Securities Accounts or such Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or such Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which the Securities Intermediary shall agree to comply with the First Lien Collateral Agent’s or the Collateral Agent’s, as the case may be, “entitlement orders” without further consent by such Grantor; provided, however, the Collateral Agent agrees that it shall not issue any entitlement orders unless an Event of Default has occurred and is continuing. With respect to any Deposit Account (including any certificate of deposit), each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the First Lien Collateral Agent’s or the Collateral Agent’s, as the case may be, instructions with respect to disposition of funds in such Deposit Account without further consent by such Grantor; provided, however, the Collateral Agent agrees that it shall not issue any entitlement orders unless an Event of Default has occurred and is continuing. With respect to any Commodity Accounts or Commodity Contracts, each Grantor shall cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent (subject to the interest of the First Lien Collateral Agent until the Discharge of First Lien Obligations has occurred). (b) If any Grantor at any time holds or acquires an interest in any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof (subject to the interest of the First Lien Collateral Agent until the Discharge of First Lien Obligations has occurred) on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the First Lien Collateral Agent’s or the Collateral Agent’s, as the case may be, instructions with respect to such Uncertificated Security without further consent by such Grantor; provided, however, the Collateral Agent agrees that it shall not issue any entitlement orders unless an Event of Default has occurred and is continuing. (c) With respect to any Letter of Credit Rights with respect to letters of credit with an undrawn face amount of more than $500,000 individually or $1,000,000 in the aggregate included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall cause the Collateral Agent to have Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to (1) until the Discharge of the First Lien Obligations has occurred, the First Lien Collateral Agent and (2) thereafter, the Collateral Agent. (d) With respect any Electronic Chattel Paper included in the Collateral, Grantor shall cause the Collateral Agent to have Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $500,000 individually or $1,000,000 in the aggregate.

Control Requirements. (a) With respect to any Deposit Accounts (including any certificates of deposit)Accounts, Securities Accounts, Security Entitlements, Commodity Contracts Accounts and Commodity Accounts Contracts, in each case located in the United States and included in the Collateral, each applicable Grantor shall cause either (x) ensure that the Collateral Administrative Agent has Control thereof pursuant to clause (i), (ii) or (iii) of this Section 4.2(a), as applicable, or (y) if the Administrative Agent does not have Control thereof in accordance with clause (i) within 60 days after the Closing Date (or such longer period as the Collateral Agent may approve) for any Deposit Accounts (including any certificates of depositx), Securities Accounts, Security Entitlements, Commodity Contracts and Commodity Accounts set forth on Schedule 5.2(I) as then at the request of the Closing Date or (ii) within 60 days (or Administrative Agent, cause such longer period as the Collateral Agent may approve) after the opening of or entering into any Deposit Account (including any certificate of deposit)Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract and Commodity Accountto be moved to a depository institution, Securities Intermediary or financial institution, as applicable, where such Control may be established; provided, however, that such the Control requirement requirements in this Section 4.2(a) shall not apply to any Deposit Accounts (including any certificates of deposit)Account, Securities AccountsAccount, Security EntitlementsEntitlement, Commodity Contracts Account and Commodity Accounts (A) exclusively used for all or any of payrollContract, benefitsin each case, taxes, escrow, customs, insurance impress accounts or other fiduciary purposes, (B) any disbursement account that is having a zero balance account, (C) maintained with a foreign bank or foreign securities intermediary with a value of less thanvalue, or having funds or other assets credited thereto with a value monthly average balance of less thanthan $500,000 individually and $3,000,000 in the aggregate for all Deposit Account, Securities Account, Security Entitlement, Commodity Account or Commodity Contract located in the United States of all Grantors; provided, further, (1) no later than one hundred twenty (120) days after the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion), the Grantors shall either (x) cause each Deposit Account included in the Collateral that is maintained with Citibank’s New York branch (“Citibank”) to be subject to the Control of the Administrative Agent pursuant to clause (ii) of this Section 4.2(a) and (2) until each such Deposit Account with Citibank becomes subject to the Control of the Administrative Agent, each Grantor with a Deposit Account at Citibank shall, on each Business Day in which the funds credited to any such accounts exceed $10,000,000 100,000 in the aggregate for all such Deposit Accounts accounts (including certificates of depositor such longer interval as the Administrative Agent may approve in its sole discretion), Securities Accounts, Security Entitlements, Commodity Contracts and Commodity Accounts or (D) with a value cause the funds held in each such account to be transferred to an account subject to the Control of less than, or having funds or other assets credited thereto with a value of less than the Administrative Agent. (i) $5,000,000 in the aggregate at the close of business on With respect to any day and (ii) $10,000,000 in the aggregate at any time outstandingSecurities Account or Security Entitlements, in each case for all such Deposit Accounts (including any certificates of deposit)located in the United States and included in the Collateral, Securities Accounts, Security Entitlements, Commodity Contracts and Commodity Accounts. With respect to any such Securities Accounts or such Securities Entitlements, such Control shall be accomplished established by the Grantor causing (A) the Securities Intermediary maintaining which maintains such Securities Account or such Security Entitlement to enter entering into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent) ), pursuant to which the Securities Intermediary shall agree to comply with the First Lien Collateral Administrative Agent’s or the Collateral Agent’s, as the case may be, “entitlement orders” Entitlement Orders without further consent by such Grantor; provided, howeveror (B) at the request of the Administrative Agent, the Collateral Agent agrees that it shall not issue any entitlement orders unless a Grantor causing such Securities Account or Security Entitlement to be moved to a Securities Intermediary where such an Event of Default has occurred and is continuing. agreement may be obtained. (ii) With respect to any Deposit Account located in the United States and included in the Collateral, Control shall be established by (including any certificate of deposit), each Grantor shall cause A) the depositary institution maintaining which maintains such account to enter Deposit Account entering into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent), pursuant to which the Bank shall agree to comply with the First Lien Collateral Administrative Agent’s or the Collateral Agent’s, as the case may be, instructions with respect to disposition of funds in such the Deposit Account without further consent by such Grantor; provided, howeveror (B) at the request of the Administrative Agent, the Collateral Agent agrees that it shall not issue any entitlement orders unless a Grantor causing such Deposit Account to be moved to a depository institution where such an Event of Default has occurred and is continuing. agreement may be obtained. (iii) With respect to any Commodity Accounts Account or Commodity Contracts, in each case of a Grantor, located in the United States and included in the Collateral, Control shall be established by the applicable Grantor shall cause Control in favor of the Collateral Administrative Agent in a manner reasonably acceptable to the Collateral Agent (subject to the interest of the First Lien Collateral Agent until the Discharge of First Lien Obligations has occurred). (b) If any Grantor at any time holds or acquires an interest in any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof (subject to the interest of the First Lien Collateral Agent until the Discharge of First Lien Obligations has occurred) on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the First Lien Collateral Agent’s or the Collateral Agent’s, as the case may be, instructions with respect to such Uncertificated Security without further consent by such Grantor; provided, however, the Collateral Agent agrees that it shall not issue any entitlement orders unless an Event of Default has occurred and is continuing. (c) With respect to any Letter of Credit Rights with respect to letters of credit with an undrawn face amount of more than $500,000 individually or $1,000,000 in the aggregate included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall cause the Collateral Agent to have Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to (1) until the Discharge of the First Lien Obligations has occurred, the First Lien Collateral Agent and (2) thereafter, the Collateral Administrative Agent. (d) With respect any Electronic Chattel Paper included in the Collateral, Grantor shall cause the Collateral Agent to have Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $500,000 individually or $1,000,000 in the aggregate.

Control Requirements. (a) With respect to any Deposit Accounts (including any certificates of deposit), Securities Accounts, Security Entitlements, Commodity Contracts and Commodity Accounts included in the Collateral, each Grantor shall cause the Collateral Agent to have Control thereof (i) within 60 days after the Closing Date (or such longer period as the Collateral Agent may approve) for any Deposit Accounts (including any certificates of deposit), Securities Accounts, Security Entitlements, Commodity Contracts and Commodity Accounts set forth on Schedule 5.2(I) as of the Closing Date or (ii) within 60 days (or such longer period as the Collateral Agent may approve) after the opening of or entering into any Deposit Account (including any certificate of deposit), Securities Account, Security Entitlement, Commodity Contract and Commodity Account; provided, however, that such Control requirement shall not apply to any Deposit Accounts (including any certificates of deposit), Securities Accounts, Security Entitlements, Commodity Contracts and Commodity Accounts (A) exclusively used for all or any of payroll, benefits, taxes, escrow, customs, insurance impress accounts or other fiduciary purposes, (B) any disbursement account that is a zero balance account, (C) maintained with a foreign bank or foreign securities intermediary with a value of less than, or having funds or other assets credited thereto with a value of less than, $10,000,000 in the aggregate for all such Deposit Accounts (including certificates of deposit), Securities Accounts, Security Entitlements, Commodity Contracts and Commodity Accounts or (D) with a value of less than, or having funds or other assets credited thereto with a value of less than (i) $5,000,000 in the aggregate at the close of business on any day and (ii) $10,000,000 in the aggregate at any time outstanding, in each case for all such Deposit Accounts (including any certificates of deposit), Securities Accounts, Security Entitlements, Commodity Contracts and Commodity Accounts. With respect to any such Securities Accounts or such Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or such Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which the Securities Intermediary shall agree to comply with the First Lien Collateral Agent’s or the Collateral Agent’s, as the case may be, “entitlement orders” without further consent by such Grantor; provided, however, the Collateral Agent agrees that it shall not issue any entitlement orders unless an Event of Default has occurred and is continuing. With respect to any Deposit Account (including any certificate of deposit), each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the First Lien Collateral Agent’s or the Collateral Agent’s, as the case may be, instructions with respect to disposition of funds in such Deposit Account without further consent by such Grantor; provided, however, the Collateral Agent agrees that it shall not issue any entitlement orders unless an Event of Default has occurred and is continuing. With respect to any Commodity Accounts or Commodity Contracts, each Grantor shall cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent (subject to the interest of the First Lien Collateral Agent until the Discharge of First Lien Obligations has occurred)Agent. (b) If any Grantor at any time holds or acquires an interest in any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof (subject to the interest of the First Lien Collateral Agent until the Discharge of First Lien Obligations has occurred) on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the First Lien Collateral Agent’s or the Collateral Agent’s, as the case may be, instructions with respect to such Uncertificated Security without further consent by such Grantor; provided, however, the Collateral Agent agrees that it shall not issue any entitlement orders unless an Event of Default has occurred and is continuing. (c) With respect to any Letter of Credit Rights with respect to letters of credit with an undrawn face amount of more than $500,000 individually or $1,000,000 in the aggregate included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall cause the Collateral Agent to have Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to (1) until the Discharge of the First Lien Obligations has occurred, the First Lien Collateral Agent and (2) thereafter, the Collateral Agent. (d) With respect any Electronic Chattel Paper included in the Collateral, Grantor shall cause the Collateral Agent to have Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $500,000 individually or $1,000,000 in the aggregate.

Control Requirements. (a) With respect to any Deposit Accounts (including any certificates of deposit), Securities Accounts, Security Entitlements, Commodity Contracts and Commodity Accounts included in the Collateral, each Grantor shall cause the Collateral Agent to have Control thereof (i) within 60 days after the Closing Date (or such longer period as the Collateral Agent may approve) for any Deposit Accounts (including any certificates of deposit), Securities Accounts, Security Entitlements, Commodity Contracts and Commodity Accounts set forth on Schedule 5.2(I) as of the Closing Date or (ii) within 60 days (or such longer period as the Collateral Agent may approve) after the opening of or entering into any Deposit Account (including any certificate of deposit), Securities Account, Security Entitlement, Commodity Contract and Commodity Account; provided, however, that such Control requirement shall not apply to any Deposit Accounts (including any certificates of deposit), Securities Accounts, Security Entitlements, Commodity Contracts and Commodity Accounts (A) exclusively used for all or any of payroll, benefits, taxes, escrow, customs, insurance impress accounts or other fiduciary purposes, (B) any disbursement account that is a zero balance account, (C) maintained with a foreign bank or foreign securities intermediary with a value of less than, or having funds or other assets credited thereto with a value of less than, $10,000,000 in the aggregate for all such Deposit Accounts (including certificates of deposit), Securities Accounts, Security Entitlements, Commodity Contracts and Commodity Accounts or (D) with a value of less than, or having funds or other assets credited thereto with a value of less than (i) $5,000,000 in the aggregate at the close of business on any day and (ii) $10,000,000 in the aggregate at any time outstanding, in each case for all such Deposit Accounts (including any certificates of deposit), Securities Accounts, Security Entitlements, Commodity Contracts and Commodity Accounts. With respect to any such Securities Accounts or such Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary maintaining such Securities Account or such Security Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which the Securities Intermediary shall agree to comply with the First Lien Collateral Agent’s or the Collateral Agent’s, as the case may be, “entitlement orders” without further consent by such Grantor; provided, however, the Collateral Agent agrees that it shall not issue any entitlement orders unless an Event of Default has occurred and is continuing. With respect to any Deposit Account (including any certificate of deposit), each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the Bank shall agree to comply with the First Lien Collateral Agent’s or the Collateral Agent’s, as the case may be, instructions with respect to disposition of funds in such Deposit Account without further consent by such Grantor; provided, however, the Collateral Agent agrees that it shall not issue any entitlement orders unless an Event of Default has occurred and is continuing. With respect to any Commodity Accounts or Commodity Contracts, each Grantor shall cause Control in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent (subject to the interest of the First Lien Collateral Agent until the Discharge of First Lien Obligations has occurred). (b) If any Grantor at any time holds or acquires an interest in any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof (subject to the interest of the First Lien Collateral Agent until the Discharge of First Lien Obligations has occurred) on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the First Lien Collateral Agent’s or the Collateral Agent’s, as the case may be, instructions with respect to such Uncertificated Security without further consent by such Grantor; provided, however, the Collateral Agent agrees that it shall not issue any entitlement orders unless an Event of Default has occurred and is continuing. (c) With respect to any Letter of Credit Rights with respect to letters of credit with an undrawn face amount of more than $500,000 individually or $1,000,000 in the aggregate included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall cause the Collateral Agent to have Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to (1) until the Discharge of the First Lien Obligations has occurred, the First Lien Collateral Agent and (2) thereafter, the Collateral Agent. (d) With respect any Electronic Chattel Paper included in the Collateral, Grantor shall cause the Collateral Agent to have Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $500,000 individually or $1,000,000 in the aggregate.