Common use of Delivery and Control of Receivables Clause in Contracts

Delivery and Control of Receivables. With respect to any Receivables in excess of $30,000 individually or $100,000 in the aggregate that is evidenced by, or constitutes, Chattel Paper or Instruments, each Grantor shall cause each originally executed copy thereof to be delivered to the First Lien Collateral Agent or the Collateral Agent (or its respective agent or designee), as applicable, in accordance with the Intercreditor Agreement, appropriately indorsed to the First Lien Collateral Agent or the Collateral Agent, as applicable, or indorsed in blank: (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter arising, within ten (10) days of such Grantor acquiring rights therein. With respect to any Receivables in excess of $30,000 individually or $100,000 in the aggregate which would constitute “electronic chattel paper” under Article 9 of the UCC, each Grantor shall take all steps necessary to give the Collateral Agent control over such Receivables (within the meaning of Section 9-105 of the UCC): (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter arising, within ten (10) days of such Grantor acquiring rights therein. Subject to the Intercreditor Agreement, any Receivable not otherwise required to be delivered or subjected to the control of the First Lien Collateral Agent or the Collateral Agent, as applicable, in accordance with this subsection (c) shall be delivered or subjected to such control upon request of the First Lien Collateral Agent or the Collateral Agent, as applicable, in accordance with the Intercreditor Agreement, during the continuance of an Event of Default.

Delivery and Control of Receivables. With respect to any Receivables in excess of $30,000 5,000,000 individually or $100,000 10,000,000 in the aggregate that is are evidenced by, or constitutesconstitute, Chattel Paper or Instruments, each Grantor shall shall, subject to the Intercreditor Agreement (if applicable), cause each originally executed copy thereof to be delivered to the First Lien Collateral Agent or the Collateral Agent (or its respective agent or designee), as applicable, in accordance with the Intercreditor Agreement, ) appropriately indorsed to the First Lien Collateral Agent or the Collateral Agent, as applicable, or indorsed in blank: (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof hereof, and (ii) with respect to any such Receivables hereafter arising, within ten (10) days of such Grantor acquiring rights therein. With respect to any Receivables in excess of $30,000 5,000,000 individually or $100,000 10,000,000 in the aggregate which would constitute “electronic chattel paper” under Article 9 of the UCC, each Grantor shall shall, subject to the Intercreditor Agreement (if applicable), take all steps necessary to give the Collateral Agent control over such Receivables (within the meaning of Section 9-105 of the UCC): (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter arising, within ten (10) days Business Days of such Grantor acquiring rights therein. Subject to During the Intercreditor Agreementcontinuance of an Event of Default, any Receivable that is evidenced by, or constitutes, Chattel Paper or Instruments not otherwise required to be delivered or subjected to the control of the First Lien Collateral Agent or the Collateral Agent, as applicable, in accordance with this subsection (c) shall be delivered or subjected to such control upon request of the First Lien Collateral Agent or (acting pursuant to written direction received under the Collateral Agent, as applicable, in accordance with Indenture) at any time following delivery by the Intercreditor Agreement, during Trustee to the continuance Company of notice of an Event of Default.

Delivery and Control of Receivables. With respect to any Receivables in excess of $30,000 250,000 individually or $100,000 in the aggregate that is evidenced by, or constitutes, Chattel Paper or Instruments, each Grantor shall cause each originally executed copy thereof to be delivered to the First Lien Collateral Agent or the Collateral Agent (or its respective agent or designee), as applicable, in accordance with the Intercreditor Agreement, ) appropriately indorsed to the First Lien Collateral Agent or the Collateral Agent, as applicable, or indorsed in blank: (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter arising, within ten (10) days of such Grantor acquiring rights therein. With respect to any Receivables in excess of $30,000 individually or $100,000 in the aggregate 250,000 individually, which would constitute “electronic chattel paper” under Article 9 of the UCC, each Grantor shall take all steps necessary to give the Collateral Agent (or its agent, bailee or designee, including the First Lien Collateral Agent pursuant to and in accordance with the First Lien Security Documents) control over such Receivables (within the meaning of Section 9-105 of the UCC): (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter arising, within ten (10) days of such Grantor acquiring rights therein. Subject to the Intercreditor Agreement, any Any Receivable not otherwise required to be delivered or subjected to the control of the Collateral Agent (or its agent, bailee or designee, including the First Lien Collateral Agent or pursuant to and in accordance with the Collateral Agent, as applicable, First Lien Security Documents) in accordance with this subsection (c) shall be delivered (to the extent delivery is required for perfection of the Collateral Agent’s security interest therein) or subjected to such control upon request of the First Lien Collateral Agent or the Collateral Agent, as applicable, in accordance with the Intercreditor Agreement, during the continuance of an Event of Default.

Delivery and Control of Receivables. With respect to any of its Receivables in excess of $30,000 250,000 individually or $100,000 1,000,000 in the aggregate that is evidenced by, or constitutes, Chattel Paper or Instruments, each Grantor shall cause each originally executed copy thereof to be delivered to the First Lien Collateral Agent or the Collateral Agent (or its respective agent or designee), as applicable, in accordance with the Intercreditor Agreement, appropriately indorsed to the First Lien Collateral Agent or the Collateral Agent, as applicable, or indorsed in blank: (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter arising, within ten (10) days of such Grantor acquiring rights therein. With respect to any of its Receivables in excess of $30,000 250,000 individually or $100,000 1,000,000 in the aggregate which would constitute “"electronic chattel paper” " under Article 9 of the UCC, each Grantor shall take all steps necessary to give the First Lien Collateral Agent or the Collateral Agent, as applicable, in accordance with the Intercreditor Agreement, control over such Receivables (within the meaning of Section 9-105 of the UCC): (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter arising, within ten (10) days of such Grantor acquiring rights therein. Subject to the Intercreditor Agreement, any Any Chattel Paper or Instruments evidencing or constituting a Receivable of a Grantor not otherwise required to be delivered or subjected to the control of the First Lien Collateral Agent or the Collateral Agent, as applicable, in accordance with this subsection (c) shall be delivered or subjected to such control upon request of the First Lien Collateral Agent or the Collateral Agent, as applicable, in accordance with the Intercreditor Agreement, during the continuance of an Event of Default.

Delivery and Control of Receivables. With respect to any Receivables in excess of $30,000 5,000,000 individually or $100,000 10,000,000 in the aggregate that is are evidenced by, or constitutesconstitute, Chattel Paper or Instruments, each Grantor shall shall, subject to the Intercreditor Agreement (if applicable), cause each originally executed copy thereof to be delivered to the First Lien Collateral Agent or the Collateral Agent (or its respective agent or designee), as applicable, in accordance with the Intercreditor Agreement, ) appropriately indorsed to the First Lien Collateral Agent or the Collateral Agent, as applicable, or indorsed in blank: (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof hereof, and (ii) with respect to any such Receivables hereafter arising, within ten (10) days of such Grantor acquiring rights therein. With respect to any Receivables in excess of $30,000 5,000,000 individually or $100,000 10,000,000 in the aggregate which would constitute “electronic chattel paper” under Article 9 of the UCC, each Grantor shall shall, subject to the Intercreditor Agreement (if applicable), take all steps necessary to give the Collateral Agent control over such Receivables (within the meaning of Section 9-105 of the UCC): (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter arising, within ten (10) days Business Days of such Grantor acquiring rights therein. Subject to During the Intercreditor Agreementcontinuance of an Event of Default, any Receivable that is evidenced by, or constitutes, Chattel Paper or Instruments not otherwise required to be delivered or subjected to the control of the First Lien Collateral Agent or the Collateral Agent, as applicable, in accordance with this subsection (c) shall be delivered or subjected to such control upon request of the First Lien Collateral Agent or (acting at the Collateral Agent, as applicable, in accordance with written direction of Holders owning a majority of the Intercreditor Agreement, during aggregate outstanding principal amount of the continuance Notes) at any time following delivery by the Trustee to the Company of notice of an Event of Default.

Delivery and Control of Receivables. With respect to any Receivables in excess of $30,000 individually or $100,000 in the aggregate Material Receivable that is evidenced by, or constitutes, Chattel Paper or Instruments, each Grantor shall cause each originally executed copy thereof to be delivered to the First Lien Collateral Agent or the Term Collateral Agent (or its respective agent or designee), as applicable, in accordance with the Intercreditor Agreement, ) appropriately indorsed to the First Lien Term Collateral Agent or the Collateral Agent, as applicable, or indorsed in blank: (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter arising, within ten thirty (1030) days of such Grantor acquiring rights therein. With respect to any Receivables in excess of $30,000 individually or $100,000 in the aggregate Material Receivable which would constitute “"electronic chattel paper” " under Article 9 of the UCC, each Grantor shall take all steps necessary to give the Term Collateral Agent control over such Receivables (within the meaning of Section 9-105 of the UCC): (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter arising, within ten thirty (1030) days of such Grantor acquiring rights therein. Subject to the Intercreditor Agreement, any Any Receivable not otherwise required to be delivered or subjected to the control of the First Lien Term Collateral Agent or the Collateral Agent, as applicable, in accordance with this subsection (c) shall be delivered or subjected to such control upon reasonable request of the First Lien Revolving Collateral Agent; provided, however, that to the extent that any such Material Receivable constitutes Liquid Collateral, prior to the Discharge of Revolving Obligations, the Grantor shall satisfy the requirements of this subsection relating to indorsement, delivery and control by making such indorsement, establishing such control and delivering such property to the Revolving Collateral Agent or the Collateral Agent, as applicable, in accordance with the terms of the Intercreditor Agreement, during and by using commercially reasonable efforts to separately establish the continuance of an Event of DefaultTerm Collateral Agent's independent control where possible.

Delivery and Control of Receivables. With respect to any Receivables in excess of $30,000 250,000 individually or $100,000 in the aggregate that is evidenced by, or constitutes, Chattel Paper or Instruments, each Grantor shall cause each originally executed copy thereof to be delivered to the First Lien Collateral Agent or the Collateral Agent (or its respective agent or designee), as applicable, in accordance with the Intercreditor Agreement, ) appropriately indorsed to the First Lien Collateral Agent or the Collateral Agent, as applicable, or indorsed in blank: (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter arising, within ten (10) days of such Grantor acquiring rights therein. With respect to any Receivables in excess of $30,000 individually or $100,000 in the aggregate 250,000 individually, which would constitute “electronic chattel paper” under Article 9 of the UCC, each Grantor shall take all steps necessary to give the Collateral Agent (or its agent, bailee or designee, including the First Lien Collateral Agent pursuant to and in accordance with the First Lien Security Documents or the Second Lien Collateral Agent pursuant to and in accordance with the Second Lien Security Documents) control over such Receivables (within the meaning of Section 9-105 of the UCC): (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter arising, within ten (10) days of such Grantor acquiring rights therein. Subject to the Intercreditor Agreement, any Any Receivable not otherwise required to be delivered or subjected to the control of the Collateral Agent (or its agent, bailee or designee, including the First Lien Collateral Agent pursuant to and in accordance with the First Lien Security Documents or the Second Lien Collateral Agent, as applicable, Agent pursuant to and in accordance with the Second Lien Security Documents) in accordance with this subsection (c) shall be delivered (to the extent delivery is required for perfection of the Collateral Agent’s security interest therein) or subjected to such control upon request of the First Lien Collateral Agent or the Collateral Agent, as applicable, in accordance with the Intercreditor Agreement, during the continuance of an Event of Default.

Delivery and Control of Receivables. With respect to any Receivables in excess of $30,000 250,000 individually or $100,000 500,000 in the aggregate that is evidenced by, or constitutes, Chattel Paper or Instruments, each Grantor shall cause each originally executed copy thereof to be delivered to the First Lien Collateral Agent or the Collateral Agent (or its respective agent or designee), as applicable, in accordance with the terms of the Intercreditor Agreement, appropriately indorsed to the First Lien Collateral Agent or Agent, the Collateral Agent, as applicable, Agent or indorsed in blank: (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter arising, within ten (10) days of such Grantor acquiring rights therein. With Subject to the Intercreditor Agreement, with respect to any Receivables in excess of $30,000 250,000 individually or $100,000 500,000 in the aggregate which would constitute “electronic chattel paper” under Article 9 of the UCC, each Grantor shall take all steps necessary reasonably requested by the Collateral Agent to give the Collateral Agent control over such Receivables (within the meaning of Section 9-105 of the UCC): (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter arising, within ten (10) days of such Grantor acquiring rights therein. Subject to the Intercreditor Agreement, any Any Receivable not otherwise required to be delivered or subjected to the control of the First Lien Collateral Agent or the Collateral Agent, as applicable, in accordance with this subsection (c) shall be delivered or subjected to such control upon the reasonable request of the First Lien Collateral Agent or the Collateral Agent, as applicable, in accordance with the Intercreditor Agreement, during the continuance of an Event of Default.

Delivery and Control of Receivables. With respect to any Receivables in excess of $30,000 100,000 individually or $100,000 500,000 in the aggregate that is are evidenced by, or constitutesconstitute, Chattel Paper or Instruments, each Grantor shall cause each originally executed copy thereof to be delivered to the First Lien Collateral Agent or the Collateral Agent Trustee (or its respective agent or designee), as applicable, in accordance with the Intercreditor Agreement, ) appropriately indorsed to the First Lien Collateral Agent or the Collateral Agent, as applicable, Trustee or indorsed in blank: (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter arising, within ten (10) days of such Grantor acquiring rights therein. With respect to any Receivables in excess of $30,000 100,000 individually or $100,000 500,000 in the aggregate which would constitute “electronic chattel paper” under Article 9 of the UCC, each Grantor shall take all commercially reasonable steps necessary to give the Collateral Agent Trustee control over such Receivables (within the meaning of Section 9-105 of the UCC): (i) with respect to any such Receivables in existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivables hereafter arising, within ten (10) days of such Grantor acquiring rights therein. Subject to the Intercreditor Agreement, any Any Receivable not otherwise required to be delivered or subjected to the control of the First Lien Collateral Agent or the Collateral Agent, as applicable, Trustee in accordance with this subsection (c) shall be delivered or subjected to such control upon request of the First Lien Collateral Agent or the Collateral Agent, as applicable, in accordance with the Intercreditor Agreement, Trustee during the continuance of an Event of Default.