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

Delivery and Control of Security Collateral. (1) Subject to Section 5(i) below, all certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Administrative 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 Administrative Agent. The Administrative Agent shall have the right, at any time in its discretion and without notice to any Grantor, to transfer to or to register in the name of the 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). In addition, the Administrative Agent shall have the right, upon the occurrence and during the continuance of an Event of Default at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. (a) Subject to Section 5(i) below, with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will cause the issuer thereof either: (i) to register the Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Administrative Agent. With respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder. Each Grantor that is the issuer of any Security Collateral or Pledged Equity belonging to another Grantor acknowledges the security interest granted hereunder in such Security Collateral and will take the actions described above in this clause (b). (b) Subject to Section 5(i) below, with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement in which the Administrative Agent is not the entitlement holder, such Grantor will cause the securities intermediary with respect to such security entitlement either: (i) to identify in its records the Administrative Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Administrative Agent (such agreements together being the “Securities Account Control Agreements”). (c) Subject to Section 5(i) below, no Grantor will add any securities intermediary that maintains a Securities Account for such Grantor or open any new securities account with any then-existing securities intermediary unless: (i) the Administrative Agent shall have received at least 10 days’ prior written notice of such securities intermediary or such new Securities Account, and (ii) the Administrative Agent shall have received, in the case of a securities intermediary that is not the Administrative Agent, a Securities Account Control Agreement authenticated by such new securities intermediary and such Grantor, or a supplement to an existing Securities Account Control Agreement with such then-existing securities intermediary, covering such new Securities Account. No Grantor shall terminate any securities intermediary or terminate any Securities Account, except that a Grantor may terminate a Securities Account, and terminate a securities intermediary with respect to such Securities Account if it gives the Administrative Agent at least 10 days’ prior written notice of such termination. (d) Subject to Section 5(i) below, upon any termination by a Grantor of any Securities Account or any securities intermediary with respect thereto, such Grantor will immediately: (i) transfer all property held in such terminated Securities Account to another Securities Account, and (ii) notify all Obligors that were making payments to such Securities Account to make all future payments to another Securities Account, in each case so that the Administrative Agent shall have a continuously perfected security interest in such funds and property. (e) So long as no Event of Default shall have occurred and be continuing, each Grantor shall have sole right to direct the disposition of funds with respect to each of its Securities Accounts. (f) The Administrative Agent may transfer, direct the transfer of, or sell property credited to any Securities Account to satisfy the Grantor’s obligations under the Loan Documents and the Lender Contracts if an Event of Default shall have occurred and be continuing. (g) Upon the request of the Administrative Agent upon the occurrence and during the continuance of an Event of Default, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder. (h) Clauses (a) through (e) above shall not be applicable to any Collateral except Pledged Equity constituting certificated securities prior to the occurrence of an Event of Default.

Delivery and Control of Security Collateral. (1a) Subject to Section 5(i) below, all All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Administrative 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 Administrative Collateral Agent, provided that the Grantors shall not be required to deliver instruments evidencing Pledged Debt so long as the aggregate principal amount of all such Pledged Debt as to which such instruments have not been delivered (for all Grantors, taken as a whole) does not exceed $1,000,000. The Administrative If a Default under Section 6.01(a) or (f) of the Credit Agreement or an Event of Default has occurred and is continuing, the Collateral Agent shall have the right, at any time in its discretion and without notice to any Grantor, (i) to transfer to or to register in the name of the Administrative Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a15(a). In addition, the Administrative Agent shall have the right, upon the occurrence and during the continuance of an Event of Default at any time (ii) to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominationsdenominations and (iii) to 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 a Securities Account. (ab) Subject to Section 5(i) below, with With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will cause the issuer thereof either: either (i) to register the Administrative Collateral Agent as the registered owner of such security or or (ii) to agree in an authenticated record with such Grantor and the Administrative Collateral Agent that if a Default under Section 6.01(a) or (f) of the Credit Agreement or of an Event of Default has occurred and is continuing, such issuer will comply with instructions with respect to such security originated by the Administrative Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Administrative Collateral Agent. With respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, upon the request of the Administrative Collateral Agent, such Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder. Each Grantor that is the issuer of any Security Collateral or Pledged Equity belonging to another Grantor acknowledges the security interest granted hereunder in such Security Collateral and will take the actions described above in this clause (b). (bc) Subject to Section 5(i) below, with With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement in which the Administrative Collateral Agent is not the entitlement holder, such Grantor will will, upon request of the Collateral Agent during the continuance of a Default under Section 6.01(a) or (f) of the Credit Agreement or an Event of Default, cause the securities intermediary with respect to such security entitlement either: either (i) to identify in its records the Administrative Collateral Agent as the entitlement holder of such security entitlement against such securities intermediary or or (ii) to agree in an authenticated record with such Grantor and the Administrative Collateral Agent that if a Default under Section 6.01(a) or (f) of the Credit Agreement or of an Event of Default has occurred and is continuing, such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Administrative Collateral Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit D hereto or otherwise in form and substance satisfactory to the Administrative Collateral Agent (such agreements together agreement being the a “Securities Account Control Agreement”). (d) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a commodity contract, such Grantor shall, upon request of the Collateral Agent during the continuance of a Default under Section 6.01(a) or (f) of the Credit Agreement or an Event of Default, cause the commodity intermediary with respect to such commodity contract to agree in an authenticated record with such Grantor and the Collateral Agent that if a Default under Section 6.01(a) or (f) of the Credit Agreement or of an Event of Default has occurred and is continuing, such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit E hereto or otherwise in form and substance satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”, and all such authenticated records, together with all Securities Account Control Agreements being, collectively, “Security Control Agreements”). (ce) Subject to Section 5(i) below, no No Grantor will change or add any securities intermediary or commodity intermediary that maintains a Securities Account for such Grantor or open any new securities account with or commodity account in which any then-existing securities intermediary unless: (i) of the Administrative Agent shall have received at least 10 days’ prior written notice of Collateral is credited or carried, or change or add any such securities intermediary account or such new Securities Account, and (ii) the Administrative Agent shall have received, in the case of a securities intermediary that is not the Administrative Agent, a Securities Account Control Agreement authenticated by such new securities intermediary and such Grantor, or a supplement to an existing Securities Account Control Agreement with such then-existing securities intermediary, covering such new Securities Account. No Grantor shall terminate any securities intermediary or terminate any Securities Account, except that a Grantor may terminate a Securities Account, and terminate a securities intermediary with respect to such Securities Account if it gives the Administrative Agent at least 10 days’ prior written notice of such termination. (d) Subject to Section 5(i) below, upon any termination by a Grantor of any Securities Account or any securities intermediary with respect thereto, such Grantor will immediately: (i) transfer all property held in such terminated Securities Account to another Securities Account, and (ii) notify all Obligors that were making payments to such Securities Account to make all future payments to another Securities Accountcommodity account, in each case so that without first complying with the Administrative Agent shall have a continuously perfected above provisions of this Section 4 in order to perfect the security interest granted hereunder in such funds and property. (e) So long as no Event of Default shall have occurred and be continuing, each Grantor shall have sole right to direct the disposition of funds with respect to each of its Securities AccountsCollateral. (f) The Administrative Agent may transfer, direct the transfer of, or sell property credited to any Securities Account to satisfy the Grantor’s obligations under the Loan Documents and the Lender Contracts if an Event of Default shall have occurred and be continuing. (g) Upon the request of the Administrative Collateral Agent upon at any time after a Default under Section 6.01(a) or (f) of the occurrence and during the continuance Credit Agreement or of an Event of DefaultDefault has occurred and is continuing, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder. (h) Clauses (a) through (e) above hereunder and shall not be applicable to any Collateral except Pledged Equity constituting certificated securities prior deliver to the occurrence of an Event of DefaultCollateral Agent all instruments evidencing such Pledged Debt.

Delivery and Control of Security Collateral. (1a) Subject to Section 5(i) below, all All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Administrative 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 Administrative Agent. The Administrative Agent shall have the right, at any time in its discretion upon the occurrence and without during the continuance of a Specified Default and with notice thereafter to any Grantor, to transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a16(a) and any applicable laws, rules, regulations or orders relating to national security). In addition, the Administrative Agent shall have the right, right at any time upon the occurrence and during the continuance of an Event of a Specified Default at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. (ab) Subject to Section 5(i) below, with With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will cause the issuer thereof either: thereof, upon the occurrence and during the continuance of a Specified Default (except, if such security is in respect of the Equity Interests of a Subsidiary or a Joint Venture required to be pledged hereunder), either (i) to register the Administrative Agent as the registered owner of such security or or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Administrative Agent; provided that such instructions (including any “Notice of Exclusive Control”) shall be withdrawn in the event such Specified Default is no longer continuing. With respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, upon the request of the Administrative Agent, upon the occurrence and during the continuance of a Specified Default such Grantor will notify each such issuer of Pledged Equity Security Collateral that such Pledged Equity Security Collateral is subject to the security interest granted hereunder. Each Grantor that is the issuer of any Security Collateral or Pledged Equity belonging to another Grantor acknowledges the security interest granted hereunder in such Security Collateral and will take the actions described above in this clause (b). (bc) Subject to Section 5(i) below, with With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement in which the Administrative Agent is not the entitlement holder, upon the occurrence and during the continuance of a Specified Default, at the request of the Administration Agent, such Grantor will cause the securities intermediary with respect to such security entitlement either: either (i) to identify in its records the Administrative Agent as the entitlement holder of such security entitlement against such securities intermediary or or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit B hereto or otherwise in form and substance satisfactory to the Administrative Agent (such agreements together agreement being the a “Securities Account Control AgreementsAgreement”). ; provided that such entitlement orders (cincluding any “Notice of Exclusive Control”) Subject to Section 5(i) below, no Grantor will add any securities intermediary that maintains a Securities Account for such Grantor or open any new securities account with any then-existing securities intermediary unless: (i) the Administrative Agent shall have received at least 10 days’ prior written notice of such securities intermediary or such new Securities Account, and (ii) the Administrative Agent shall have received, be withdrawn in the case of a securities intermediary that event such Specified Default is not the Administrative Agent, a Securities Account Control Agreement authenticated by such new securities intermediary and such Grantor, or a supplement to an existing Securities Account Control Agreement with such then-existing securities intermediary, covering such new Securities Account. No Grantor shall terminate any securities intermediary or terminate any Securities Account, except that a Grantor may terminate a Securities Account, and terminate a securities intermediary with respect to such Securities Account if it gives the Administrative Agent at least 10 days’ prior written notice of such terminationno longer continuing. (d) Subject to Section 5(i) below, upon any termination by a Grantor of any Securities Account or any securities intermediary with respect thereto, such Grantor will immediately: (i) transfer all property held in such terminated Securities Account to another Securities Account, and (ii) notify all Obligors that were making payments to such Securities Account to make all future payments to another Securities Account, in each case so that the Administrative Agent shall have a continuously perfected security interest in such funds and property. (e) So long as no Event of Default shall have occurred and be continuing, each Grantor shall have sole right to direct the disposition of funds with With respect to each of its Securities Accounts. (f) The Administrative Agent may transferany Security Collateral in which any Grantor has any right, direct the transfer oftitle or interest and that constitutes a commodity contract, or sell property credited to any Securities Account to satisfy the Grantor’s obligations under the Loan Documents and the Lender Contracts if an Event of Default shall have occurred and be continuing. (g) Upon the request of the Administrative Agent upon the occurrence and during the continuance continuation of an Event a Specified Default, at the request of Defaultthe Administrative Agent, such Grantor will notify each shall cause the commodity intermediary with respect to such issuer of Pledged Debt commodity contract to agree in an authenticated record with such Grantor and the Administrative agent that such Pledged Debt is subject commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Administrative agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit C hereto or otherwise in form and substance satisfactory to the security interest granted hereunderAdministrative agent (such agreement being a “Commodity Account Control Agreement”, and all such authenticated records, together with all Securities Account Control Agreements being, collectively, “Security Control Agreements”); provided that such directions (including any “Notice of Exclusive Control”) shall be withdrawn in the event such Specified Default is no longer continuing. (h) Clauses (a) through (e) above Each Grantor shall not cause all Pledged Debt constituting intercompany debt to be applicable to any Collateral except Pledged Equity constituting certificated securities prior evidenced by intercompany promissory notes and delivered to the occurrence of an Event of DefaultAdministrative Agent in accordance with Section 5(a).

Delivery and Control of Security Collateral. (1a) Subject to Section 5(i) below, All certificates representing or evidencing the Pledged Equity and all certificates or instruments representing or evidencing Security Collateral the Pledged Debt in an aggregate principal amount in excess of $3,000,000 shall be delivered to and held by or on behalf of the Administrative 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 Administrative Agent. The During the continuation of an Event of Default, the Administrative Agent shall have the right, at any time in its discretion and without notice to any Grantor, to i. transfer to or to register in the name of the 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), 2. In addition, the Administrative Agent shall have the right, upon the occurrence and during the continuance of an Event of Default at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and 3. convert Security Collateral consisting of financial assets credited to any Securities Account to Security Collateral consisting of financial assets held directly by the Administrative Agent, and to convert Security Collateral consisting of financial assets held directly by the Administrative Agent to Security Collateral consisting of financial assets credited to any Securities Account. (ab) Subject to Section 5(i) belowDuring the continuation of an Event of Default, promptly upon the request of the Administrative Agent, with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will cause the issuer thereof either: either (i) to register the Administrative Agent as the registered owner of such security or or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Administrative Agent. With During the continuation of an Event of Default, with respect to any Security Collateral in which any Grantor has any right, title or interest and that is not an uncertificated security, promptly upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder. Each Grantor that is the issuer of any Security Collateral or Pledged Equity belonging to another Grantor acknowledges the security interest granted hereunder in such Security Collateral and will take the actions described above in this clause (b). (b) Subject to Section 5(i) below, with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement in which the Administrative Agent is not the entitlement holder, such Grantor will cause the securities intermediary with respect to such security entitlement either: (i) to identify in its records the Administrative Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Administrative Agent (such agreements together being the “Securities Account Control Agreements”). (c) Subject to Section 5(i) below, no Grantor will add any securities intermediary that maintains a Securities Account for such Grantor or open any new securities account with any then-existing securities intermediary unless: (i) During the Administrative Agent shall have received at least 10 days’ prior written notice continuation of such securities intermediary or such new Securities Account, and (ii) the Administrative Agent shall have received, in the case of a securities intermediary that is not the Administrative Agent, a Securities Account Control Agreement authenticated by such new securities intermediary and such Grantor, or a supplement to an existing Securities Account Control Agreement with such then-existing securities intermediary, covering such new Securities Account. No Grantor shall terminate any securities intermediary or terminate any Securities Account, except that a Grantor may terminate a Securities Account, and terminate a securities intermediary with respect to such Securities Account if it gives the Administrative Agent at least 10 days’ prior written notice of such termination. (d) Subject to Section 5(i) below, upon any termination by a Grantor of any Securities Account or any securities intermediary with respect thereto, such Grantor will immediately: (i) transfer all property held in such terminated Securities Account to another Securities Account, and (ii) notify all Obligors that were making payments to such Securities Account to make all future payments to another Securities Account, in each case so that the Administrative Agent shall have a continuously perfected security interest in such funds and property. (e) So long as no Event of Default shall have occurred and be continuing, each Grantor shall have sole right to direct the disposition of funds with respect to each of its Securities Accounts. (f) The Administrative Agent may transfer, direct the transfer of, or sell property credited to any Securities Account to satisfy the Grantor’s obligations under the Loan Documents and the Lender Contracts if an Event of Default shall have occurred and be continuing. (g) Upon Default, promptly upon the request of the Administrative Agent upon the occurrence and during the continuance of an Event of DefaultAgent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder. (h) Clauses (a) through (e) above shall not be applicable to any Collateral except Pledged Equity constituting certificated securities prior to the occurrence of an Event of Default.