Common use of Delivery and Control of Security Collateral Clause in Contracts

Delivery and Control of Security Collateral. (a) All certificates, if any, representing or evidencing the Pledged Interests (other than Equity Interests of any Person that is an “Excluded Subsidiary”) and all instruments representing or evidencing the Pledged Debt individually or in an aggregate principal amount together with all other such Pledged Debt in excess of $10,000,000 (other than any short-term intercompany current liabilities incurred in the ordinary course of business and consistent with past practice in connection with the cash management operations of the Borrower and its Restricted Subsidiaries) shall be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto and, (with respect to such Pledged Interests or Pledged Debt acquired after the date hereof or owned or held by a Grantor formed after the date hereof, within 90 days of such acquisition or formation (or such later date as the Collateral Agent may agree in its reasonable discretion) shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. During the continuation of an Event of Default, the Collateral Agent shall have the right at any time, in its discretion to (i) upon concurrent written notice to the Borrower, transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations and (iii) convert Security Collateral consisting of Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Collateral Agent, and to convert Security Collateral consisting of Financial Assets held directly by the Collateral Agent to Security Collateral consisting of Financial Assets credited to any Securities Account.

Delivery and Control of Security Collateral. (a) All certificatesSection 4.1 On the date hereof, if any, representing all then-existing certificates or evidencing the Pledged Interests (other than Equity Interests of any Person that is an “Excluded Subsidiary”) and all instruments representing or evidencing the Pledged Debt individually or in an aggregate principal amount together with all other such Pledged Debt in excess of $10,000,000 (other than any short-term intercompany current liabilities incurred in the ordinary course of business and consistent with past practice in connection with the cash management operations of the Borrower and its Restricted Subsidiaries) Security Collateral shall be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto and, (with respect to such Pledged Interests or Pledged Debt acquired after the date hereof or owned or held by a Grantor formed after the date hereof, within 90 days of such acquisition or formation (or such later date as the Collateral Agent may agree in its reasonable discretion) and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent. During Thereafter, all other certificates or instruments representing or evidencing the continuation Security Collateral shall, no later than ten (10) Business Days after certificates or instruments representing or evidencing the Security Collateral are acquired (or such date that is no more than thirty (30) days later as may be agreed by the Administrative Agent and the Collateral Agent, in their discretion), be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent. In addition, upon the occurrence and during the continuance of an Event of DefaultDefault and the exercise of remedies pursuant to Section 13 hereof, the Administrative Agent and the Collateral Agent shall have the right at any time, in its discretion time to (i) upon concurrent written notice to the Borrower, transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, (ii) exchange certificates or instruments representing or evidencing the Security Collateral for certificates or instruments of smaller or larger denominations and (iii) convert Security Collateral consisting of Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Collateral Agentdenominations. The Borrower shall, and to convert Security Collateral consisting each Pledgor shall cause each other issuer of Financial Assets held directly by Pledged Equity to, maintain its Organizational Documents in accordance with the Collateral Agent to Security Collateral consisting Pledge Requirement in effect on the date of Financial Assets credited to any Securities Accountthis Agreement.

Delivery and Control of Security Collateral. (a) All certificatesSubject to the next following sentence, if any, representing all certificates or evidencing the Pledged Interests (other than Equity Interests of any Person that is an “Excluded Subsidiary”) and all instruments representing or evidencing the Pledged Debt individually or in an aggregate principal amount together with all other such Pledged Debt in excess of $10,000,000 Security Collateral (other than any short-term intercompany current liabilities incurred instruments consisting of promissory notes, a security interest in the ordinary course of business which may be perfected by filing, provided that such instruments shall not be pledged as collateral and consistent with past practice in connection with the cash management operations of the Borrower and its Restricted Subsidiariesdelivered to a third party) shall be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto and, (with respect to such Pledged Interests or Pledged Debt acquired after the date hereof or owned or held by a Grantor formed after the date hereof, within 90 days of such acquisition or formation (or such later date as the Collateral Agent may agree in its reasonable discretion) and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. During Within 60 days after North American Freight Transportation Alliance Railroad Corporation shall become a Significant Subsidiary, as such time period may be extended in the continuation of an Event of DefaultCollateral Agent’s reasonable discretion, the Grantors shall cause stock certificates representing 100% of the Equity Interests therein to be delivered to the Collateral Agent, which certificates shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent. The Collateral Agent shall have the right right, at any time, in its discretion to (i) upon concurrent written time and for reasonable credit purposes and with notice to the Borrowerapplicable Grantor, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations and (iii) convert Security Collateral consisting of Financial Assets credited subject only to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Collateral Agent, and to convert Security Collateral consisting of Financial Assets held directly by the Collateral Agent to Security Collateral consisting of Financial Assets credited to any Securities Accountrevocable rights specified in Section 14(a).

Delivery and Control of Security Collateral. (a) All certificatesSubject to SECTION 31 hereof, if anyimmediately upon release by the Senior Lenders, representing all certificates or evidencing the Pledged Interests (other than Equity Interests of any Person that is an “Excluded Subsidiary”) and all instruments representing or evidencing the Pledged Debt individually or in an aggregate principal amount together with all other such Pledged Debt in excess of $10,000,000 (other than any short-term intercompany current liabilities incurred in the ordinary course of business and consistent with past practice in connection with the cash management operations of the Borrower and its Restricted Subsidiaries) Security Collateral shall be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto and, (with respect to such Pledged Interests or Pledged Debt acquired after the date hereof or owned or held by a Grantor formed after the date hereof, within 90 days of such acquisition or formation (or such later date as the Collateral Agent may agree in its reasonable discretion) and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. During Subject to the continuation rights of an Event of Defaultthe Senior Lenders as set forth in SECTION 31 hereof, the Collateral Agent shall have the right right, at any time, after and during the continuance of a Default, in its discretion to (i) upon concurrent written and without notice to the Borrowerany Grantor, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral. In addition, (ii) after and during the continuance of a Default, the Collateral Agent shall have the right, subject to the rights of the Senior Lenders as set forth in SECTION 31 hereof, at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations and (iii) denominations. Also, the Collateral Agent shall have the right, subject to the rights of the Senior Lenders as set forth in SECTION 31 hereof, at any time to convert Security Collateral consisting of Financial Assets financial assets credited to any Securities Account securities account to Security Collateral consisting of Financial Assets financial assets held directly by the Collateral Agent, and to convert Security Collateral consisting of Financial Assets financial assets held directly by the Collateral Agent to Security Collateral consisting of Financial Assets financial assets credited to any Securities Accountsecurities account.

Delivery and Control of Security Collateral. (a) All certificates, if any, representing or evidencing the Pledged Interests (other than Equity Interests of any Person that is an “Excluded Subsidiary”non-wholly owned Subsidiaries with a fair market value of less than $7,500,000) and all instruments representing or evidencing the Pledged Debt individually or in an aggregate principal amount together with all other such Pledged Debt in excess of $10,000,000 7,500,000 (other than any short-term intercompany current liabilities incurred in the ordinary course of business and consistent with past practice in connection with the cash management operations of the Borrower Dutch Co-Issuer and its Restricted Subsidiaries) shall be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto and, (with respect to such Pledged Interests or Pledged Debt acquired after the date hereof or owned or held by a Grantor formed after the date hereof, within 90 days of such acquisition or formation (or such later date as the Collateral Agent may agree in its reasonable discretion) and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. During the continuation of an Event of Default, the Collateral Agent shall have the right right, at any time, time in its discretion and without notice to any Grantor, to (i) upon concurrent written notice to the Borrower, transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a), (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations and (iii) convert Security Collateral consisting of Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Collateral Agent, and to convert Security Collateral consisting of Financial Assets held directly by the Collateral Agent to Security Collateral consisting of Financial Assets credited to any Securities Account.

Delivery and Control of Security Collateral. (a) All certificates, if any, representing or evidencing the Pledged Interests (other than Equity Interests of any Person that is an “Excluded Subsidiary”non-wholly owned Subsidiaries with a fair market value of less than $7,500,000) and all instruments representing or evidencing the Pledged Debt individually or in an aggregate principal amount together with all other such Pledged Debt in excess of $10,000,000 7,500,000 (other than any short-term intercompany current liabilities incurred in the ordinary course of business and consistent with past practice in connection with the cash management operations of the Dutch Borrower and its Restricted Subsidiaries) shall be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto and, (with respect to such Pledged Interests or Pledged Debt acquired after the date hereof or owned or held by a Grantor formed after the date hereof, within 90 days of such acquisition or formation (or such later date as the Collateral Agent may agree in its reasonable discretion) and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. During the continuation of an Event of Default, the Collateral Agent shall have the right right, at any time, time in its discretion and without notice to any Grantor, unless such Security Collateral is ULC Shares, in which case prior notice to the applicable Grantor shall be required, to (i) upon concurrent written notice to the Borrower, transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a), (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations and (iii) convert Security Collateral consisting of Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Collateral Agent, and to convert Security Collateral consisting of Financial Assets held directly by the Collateral Agent to Security Collateral consisting of Financial Assets credited to any Securities Account.

Delivery and Control of Security Collateral. (a) All certificates, if any, representing or evidencing the Pledged Interests (other than Equity Interests of any Person that is an “Excluded Subsidiary”non-wholly owned Subsidiaries with a fair market value of less than $7,500,000) and all instruments representing or evidencing the Pledged Debt individually or in an aggregate principal amount together with all other such Pledged Debt in excess of $10,000,000 7,500,000 (other than any short-term intercompany current liabilities incurred in the ordinary course of business and consistent with past practice in connection with the cash management operations of the Dutch Borrower and its Restricted Subsidiaries) shall be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto and, (with respect to such Pledged Interests or Pledged Debt acquired after the date hereof or owned or held by a Grantor formed after the date hereof, within 90 days of such acquisition or formation (or such later date as the Collateral Agent may agree in its reasonable discretion) and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. During the continuation of an Event of Default, the Collateral Agent shall have the right right, at any time, time in its discretion and without notice to any Grantor, to (i) upon concurrent written notice to the Borrower, transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a), (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations and (iii) convert Security Collateral consisting of Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Collateral Agent, and to convert Security Collateral consisting of Financial Assets held directly by the Collateral Agent to Security Collateral consisting of Financial Assets credited to any Securities Account.

Delivery and Control of Security Collateral. (a) (i) All certificates, if any, certificates representing or evidencing the Pledged Interests Equity and (other than Equity Interests of any Person that is an “Excluded Subsidiary”ii) and all instruments representing or evidencing the Pledged Debt individually or (excluding, unless an Event of Default has occurred and is continuing, Pledged Debt in an aggregate principal amount together with all other such Pledged Debt not in excess of $10,000,000 (other than any short-term intercompany current liabilities incurred in the ordinary course of business and consistent with past practice in connection with the cash management operations of the Borrower and its Restricted Subsidiaries) 2,500,000), shall be promptly delivered to and held by or on behalf of the Collateral Administrative Agent pursuant hereto and, (with respect unless the Trustee is granted a prior security interest in such certificates and instruments and the same are required to such Pledged Interests or Pledged Debt acquired after be delivered (and are delivered) to the date hereof or owned or held by a Grantor formed after Trustee for the date hereof, within 90 days benefit of such acquisition or formation (or such later date as the Collateral Agent may agree in its reasonable discretionSecured Parties pursuant to the Intercreditor Agreement) and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Administrative Agent; provided that, unless an Event of Default shall have occurred and be continuing, with respect to intercompany indebtedness to the extent evidenced by the Intercompany Note, the Grantors shall only be required to deliver possession of the Intecompany Note with respect to such indebtedness. During the continuation of an Event of Default, the Collateral Administrative Agent shall have the right right, at any time, time in its discretion and without notice to any Grantor, to (i) upon concurrent written notice to the Borrower, transfer to or to register in the name of the Collateral Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a), (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations denominations, and (iii) convert Security Collateral consisting of Financial Assets financial assets credited to any Securities Account to Security Collateral consisting of Financial Assets financial assets held directly by the Collateral Administrative Agent, and to convert Security Collateral consisting of Financial Assets financial assets held directly by the Collateral Administrative Agent to Security Collateral consisting of Financial Assets financial assets credited to any Securities Account.

Delivery and Control of Security Collateral. (a) All certificates, if any, representing or evidencing the Pledged Interests (other than Equity Interests of any Person that is an “Excluded Subsidiary”non-wholly owned Subsidiaries with a fair market value of less than $7,500,000) and all instruments representing or evidencing the Pledged Debt individually or in an aggregate principal amount together with all other such Pledged Debt in excess of $10,000,000 7,500,000 (other than any short-term intercompany current liabilities incurred in the ordinary course of business and consistent with past practice in connection with the cash management operations of the Lux Borrower and its Restricted Subsidiaries) shall be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto and, (with respect to such Pledged Interests or Pledged Debt acquired after the date hereof or owned or held by a Grantor formed after the date hereof, within 90 days of such acquisition or formation (or such later date as the Collateral Agent may agree in its reasonable discretion) and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. During the continuation of an Event of Default, the Collateral Agent shall have the right right, at any time, time in its discretion and without notice to any Grantor, to (i) upon concurrent written notice to the Borrower, transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a), (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations and (iii) convert Security Collateral consisting of Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Collateral Agent, and to convert Security Collateral consisting of Financial Assets held directly by the Collateral Agent to Security Collateral consisting of Financial Assets credited to any Securities Account.

Delivery and Control of Security Collateral. (a) All certificates, if any, representing certificates or evidencing the Pledged Interests (other than Equity Interests of any Person that is an “Excluded Subsidiary”) and all instruments representing or evidencing the Pledged Debt individually or in an aggregate principal amount together with all other such Pledged Debt in excess of $10,000,000 (other than any short-term intercompany current liabilities incurred in the ordinary course of business and consistent with past practice in connection with the cash management operations of the Borrower and its Restricted Subsidiaries) Security Collateral shall be promptly delivered to and held by or on behalf of the Collateral Agent Trustee pursuant hereto and, (with respect to such Pledged Interests or Pledged Debt acquired after the date hereof or owned or held by a Grantor formed after the date hereof, within 90 days of such acquisition or formation (or such later date as the Collateral Agent may agree in its reasonable discretion) and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral AgentTrustee. During With respect to certificates or instruments representing or evidencing Security Collateral that are currently in possession of a prior collateral agent, within 10 days of the continuation date hereof, such certificates or instruments shall be delivered to the Collateral Trustee, or if such certificates or instruments cannot be located, an affidavit of an loss in respect of such certificates in a mutually agreed form shall be delivered to the Collateral Trustee and new certificates evidencing such pledged equity and such pledged debt shall be issued by the Company and each other applicable Grantor and shall be delivered to the Collateral Trustee. The parties acknowledge that the Collateral Trustee shall not have any responsibility with respect to such certificates or instruments until taking possession thereof in accordance with the terms herein. Upon the occurrence and during the continuance of any event or condition which, under the terms of any Parity Lien Document, causes or permits the holders of any Parity Lien Obligations to cause such Parity Lien Obligations to become immediately due and payable (with the giving of notice or passage of time or both) (a “Parity Lien Event of Default”), the Collateral Agent Trustee shall have the right at any time, in its discretion to (i) upon concurrent written notice at any time to the Borrower, transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations and (iiiii) convert Security Collateral consisting of Financial Assets credited at any time in its discretion and without notice to any Securities Account Grantor, to Security Collateral consisting transfer to or to register in the name of Financial Assets held directly by the Collateral AgentTrustee or any of its nominees any or all of the Security Collateral, and subject only to convert Security Collateral consisting of Financial Assets held directly by the Collateral Agent to Security Collateral consisting of Financial Assets credited to any Securities Accountrevocable rights specified in Section 14(a).