Common use of Delivery and Other Perfection Activities Clause in Contracts

Delivery and Other Perfection Activities. Concessionaire shall: (a) deliver to the Security Trustee any and all Instruments and Chattel Paper (other than the Non-Delivered Instruments), and Certificated Securities, endorsed and/or accompanied by instruments of assignment and transfer in such form and substance as the Security Trustee may reasonably request and, concurrently therewith, delivery to the Security Trustee of an update to Appendix E identifying such Instruments, Chattel Paper and Certificated Securities; provided that so long as no Event of Default shall have occurred and be continuing, the Security Trustee shall, promptly upon request of Concessionaire and approval of the Security Trustee, make appropriate arrangements for making any Instrument, Chattel Paper or Certificated Securities pledged by Concessionaire and held by the Security Trustee available to Concessionaire for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent requested by the Security Trustee, against trust receipt or like document); (b) maintain the Liens created by this Agreement as a first priority perfected security interest, subject to Permitted Liens and, at the sole cost and expense of Concessionaire, (i) give, execute, deliver, file and/or record any Financing Statement (x) to create, preserve, perfect or validate and maintain the Liens granted pursuant hereto or (y) to enable the Security Trustee to exercise and enforce its rights hereunder with respect to such Liens; provided that notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (c) below, and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, take any actions necessary to enable the Security Trustee to obtain “control” (within the meaning if the applicable Uniform Commercial Code) with respect thereto; (c) upon request of the Security Trustee, upon the occurrence and during the continuation of any Event of Default promptly notify (and Concessionaire hereby authorizes the Security Trustee to so notify) each account debtor in respect of any Accounts or Instruments that such Collateral has been assigned to the Security Trustee hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Security Trustee, with a copy of such notice to Concessionaire; and (d) upon request of the Security Trustee upon the occurrence and during the continuation of any Event of Default, furnish to the Security Trustee from time to time statements and schedules further identifying and describing the assets and properties of Concessionaire and such other reports in connection therewith that the Security Trustee may reasonably request, all in reasonable detail.

Delivery and Other Perfection Activities. Concessionaire Each Grantor shall: (a) deliver to the Security Trustee Collateral Agent any and all Instruments and Chattel Paper (other than the Non-Delivered Instruments)) with a fair market value in excess of $500,000, and Certificated Securities, endorsed and/or accompanied by instruments of assignment and transfer in such form and substance as the Security Trustee Collateral Agent may reasonably request and, concurrently therewith, delivery to the Security Trustee of an update to Appendix E identifying such Instruments, Chattel Paper and Certificated Securitiesrequest; provided that so long as no Event of Default shall have occurred and be continuing, the Security Trustee Collateral Agent shall, promptly upon request of Concessionaire such Grantor and approval of the Security TrusteeAdministrative Agent, make appropriate 4811-5428-7788 arrangements for making any Instrument, Instrument or Chattel Paper or Certificated Securities pledged by Concessionaire such Grantor and held by the Security Trustee Collateral Agent available to Concessionaire such Grantor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent requested by the Security TrusteeCollateral Agent, against trust receipt or like document); (b) maintain the Liens created by this Agreement as a perfected first priority perfected security interest, interest subject to Permitted Liens and, at the sole cost and expense of Concessionairesuch Grantor, (i) give, execute, deliver, file and/or record any Financing Statement (x) to create, preserve, perfect or validate and maintain the Liens granted pursuant hereto or (y) to enable the Security Trustee Collateral Agent to exercise and enforce its rights hereunder with respect to such Liens; provided that notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (c) belowd), and (ii) in the case of Investment PropertyProperty with a fair market value in excess of $500,000, Deposit Accounts, Letter-of-Credit Rights with a fair market value in excess of $500,000 (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) and any other relevant Collateral, take any actions necessary to enable the Security Trustee Collateral Agent to obtain “control” (within the meaning if the applicable Uniform Commercial Code) with respect thereto; (c) promptly notify the Collateral Agent upon the acquisition after the date hereof by such Grantor of any Equipment covered by a warehouse receipt (other than Equipment with a fair market value of $500,000 or less individually), and upon the request of the Collateral Agent (acting at the direction of the Administrative Agent), cause the Collateral Agent to be listed as the lienholder on such warehouse receipt and within sixty (60) days of the acquisition thereof deliver evidence of the same to the Collateral Agent; (d) with respect to any Certificated Securities included in the Collateral, the Grantor shall deliver to the Collateral Agent the certificates, notes or other documents representing or evidencing such Certificated Securities duly indorsed by an effective indorsement (within the meaning of Section 8-107 of the UCC), or accompanied by share transfer powers or other instruments of transfer duly endorsed by such an effective endorsement, in each case, to the Collateral Agent or in blank, all in form and substance reasonably satisfactory to the Collateral Agent. In furtherance of the foregoing, as of the Closing Date, the Grantor shall further execute and deliver to the Collateral Agent an irrevocable proxy in the form of Exhibit A and a transfer document in the form of Exhibit B with respect to the Pledged Equity Interests that constitutes Certificated Securities; upon request of the Security Trustee, Collateral Agent (upon the occurrence and during the continuation of any Event of Default and acting at the direction of the Administrative Agent), promptly notify (and Concessionaire such Grantor hereby authorizes the Security Trustee Collateral Agent so to so notify) each account debtor in respect of any Accounts or Instruments that such Collateral has been assigned to the Security Trustee Collateral Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Security TrusteeCollateral Agent, with a copy of such notice to Concessionaire; andsuch Grantor; (de) upon request of the Security Trustee Collateral Agent (acting at the direction of the Administrative Agent) upon the occurrence and during the continuation of any Event of Default, furnish to the Security Trustee Collateral Agent from time to time statements and schedules further identifying and describing the assets and properties of Concessionaire such Grantor and such other reports in connection therewith that the Security Trustee Collateral Agent may reasonably request, all in reasonable detail; (f) with respect to any Instrument or Chattel Paper included in the Collateral, the Grantor shall deliver to the Collateral Agent all such Instruments or Tangible Chattel Paper to the Collateral Agent duly indorsed in blank; (g) On the applicable Project Initial Funding Date or Term Conversion Date or, upon any Grantor making an application for registration or a registration for Intellectual Property, such Grantor shall deliver to the Collateral Agent an updated Schedule 6 within thirty (30) days after the last day of the fiscal quarter in which such application for registration or a registration of Intellectual Property is made, and at the reasonable request of the Collateral Agent, such Grantor shall execute and deliver, and have recorded in the United States Patent and Trademark Office or United States Copyright Office, as applicable, any and all agreements, instruments, documents, and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s and the Secured Parties’ security interest in such Intellectual Property (including delivering a grant of security interest with respect to such applications for registration or registrations of material Intellectual Property); and (h) with respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, the Grantor shall promptly notify the Collateral Agent thereof and the Grantor shall ensure that the Collateral Agent has control (within the meaning of Section 9-105 of the UCC) thereof.

Delivery and Other Perfection Activities. Concessionaire Each Grantor shall: (a) deliver to the Security Trustee Collateral Agent any and all Instruments and Chattel Paper (other than the Non-Delivered Instruments)Paper, and Certificated SecuritiesSecurities (in each case, having a fair market value in excess of $1,000,000), endorsed and/or accompanied by instruments of assignment and transfer in such form and substance as the Security Trustee Collateral Agent may reasonably request and, concurrently therewith, delivery to the Security Trustee of an update to Appendix E identifying such Instruments, Chattel Paper and Certificated Securitiesrequest; provided that so long as no Event of Default shall have occurred and be continuingcontinuing and subject to the terms of the Intercreditor Agreement, the Security Trustee Collateral Agent shall, promptly upon request of Concessionaire and approval of the Security Trusteeany Grantor, make appropriate arrangements for making any Instrument, Instrument or Chattel Paper or Certificated Securities pledged by Concessionaire such Grantor and held by the Security Trustee Collateral Agent available to Concessionaire the such Grantor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent requested by the Security TrusteeCollateral Agent, against trust receipt or like document); (b) maintain the Liens created by this Agreement as a first priority perfected security interest, subject to Permitted Liens interest and, at the sole cost and expense of Concessionairethe Grantors, (i) give, execute, deliver, file and/or record any Financing Statement (x) to create, preserve, perfect or validate and maintain the Liens granted pursuant hereto or (y) to enable the Security Trustee Collateral Agent to exercise and enforce its rights hereunder with respect to such Liens; provided that notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (c) belowd), and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights (other than any Letter-of-Credit Rights constituting Supporting Obligations) and any other relevant CollateralCollateral (in each case, having a fair market value in excess of $1,000,000), take any actions necessary to enable the Security Trustee Collateral Agent to obtain “control” (within the meaning if the applicable Uniform Commercial Code) with respect thereto; (c) promptly notify the Collateral Agent upon the acquisition after the date hereof by the Grantors of any Equipment covered by a warehouse receipt (other than Equipment with a fair market value of $1,000,000 or less individually), and upon the request of the Collateral Agent (acting on the instruction of the Secured Parties), cause the Collateral Agent to be listed as the lienholder on such warehouse receipt and within 60 days of the acquisition thereof deliver evidence of the same to the Collateral Agent; (d) upon request of the Security Trustee, Collateral Agent (upon the occurrence and during the continuation of any Event of Default and subject to the terms of the Intercreditor Agreement), promptly notify (and Concessionaire each Grantor hereby authorizes the Security Trustee Collateral Agent so to so notify) each account debtor in respect of any Accounts or Instruments that such Collateral has been assigned to the Security Trustee Collateral Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Security TrusteeCollateral Agent, with a copy of such notice to Concessionaire; andthe Grantors; (de) upon request of the Security Trustee Collateral Agent upon the occurrence and during the continuation of any Event of Default, furnish to the Security Trustee Collateral Agent from time to time statements and schedules further identifying and describing the assets and properties of Concessionaire any Grantor and such other reports in connection therewith that the Security Trustee Collateral Agent may reasonably request, all in reasonable detail; and (f) at all times cause the Pledged Equity Interests owned by each Grantor to be Certificated Securities and to be delivered to the Collateral Agent (or, if permitted under the Intercreditor Agreement and required under the Term Loan Agreement, the Term Loan Collateral Agent).

Delivery and Other Perfection Activities. Concessionaire shall: (a) SusOils shall deliver to the Security Trustee Collateral Agent any and all Instruments and Chattel Paper (other than the Non-Delivered Instruments)Paper, and Certificated SecuritiesSecurities (in each case, having a fair market value in excess of $1,000,000), endorsed and/or accompanied by instruments of assignment and transfer in such form and substance as the Security Trustee Collateral Agent may reasonably request and, concurrently therewith, delivery to the Security Trustee of an update to Appendix E identifying such Instruments, Chattel Paper and Certificated Securitiesrequest; provided that so long as no Fundamental Event of Default shall have occurred and be continuingcontinuing and subject to the terms of the Credit Agreement, the Security Trustee Collateral Agent shall, promptly upon request of Concessionaire and approval of the Security Trusteeany Grantor, make appropriate arrangements for making any Instrument, Instrument or Chattel Paper or Certificated Securities pledged by Concessionaire such Grantor and held by the Security Trustee Collateral Agent available to Concessionaire the such Grantor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent requested by the Security TrusteeCollateral Agent, against trust receipt or like document); (b) each Grantor shall maintain the Liens created by this Agreement as a first priority perfected security interest, subject to Permitted Liens interest and, at the sole cost and expense of Concessionairethe Grantors, (i) give, execute, deliver, file and/or record any Financing Statement (x) to create, preserve, perfect or validate and maintain the Liens granted pursuant hereto or (y) to enable the Security Trustee Collateral Agent to exercise and enforce its rights hereunder with respect to such Liens; provided that notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (c) belowd), and (ii) in the case of Investment PropertyDeposit Accounts of SusOils (excluding (i) Deposit Accounts established in connection with working capital facilities of SusOils, (ii) Deposit AccountsAccounts utilized to fund payroll, Letter-of-Credit Rights payroll taxes, healthcare, employee benefits or tax obligations of SusOils and (iii) Deposit Accounts which do not have a balance in excess of $5 million per Deposit Account and $30 million in the aggregate over all such Deposit Accounts in this clause (iii)), within thirty (30) days after exceeding any other relevant Collateralsuch Deposit Account not fitting within one of the baskets in the foregoing parenthetical, take any actions necessary execute one or more Control Agreements for one or more of SusOils’ Deposit Accounts such that the aggregate value in SusOils’ Deposit Accounts not subject to enable a Control Agreement no longer exceeds the Security Trustee to obtain “control” (within baskets set forth in the meaning if the applicable Uniform Commercial Code) with respect theretoforegoing parenthetical; (c) [Reserved]; (d) SusOils shall upon request of the Security Trustee, Collateral Agent (upon the occurrence and during the continuation of any Fundamental Event of Default and subject to the terms of the Credit Agreement), promptly notify (and Concessionaire each Grantor hereby authorizes the Security Trustee Collateral Agent so to so notify) each account debtor in respect of any Accounts or Instruments that such Collateral has been assigned to the Security Trustee Collateral Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Security TrusteeCollateral Agent, with a copy of such notice to Concessionaire; andthe Grantors; (de) each Grantor shall upon request of the Security Trustee Collateral Agent upon the occurrence and during the continuation of any Fundamental Event of Default, furnish to the Security Trustee Collateral Agent from time to time statements and schedules further identifying and describing the assets and properties of Concessionaire any Grantor and such other reports in connection therewith that the Security Trustee Collateral Agent may reasonably request, all in reasonable detail, with respect to the Collateral; and (f) each Grantor shall at all times cause the Pledged Equity Interests owned by each Grantor to be Certificated Securities and to be delivered to the Collateral Agent.

Delivery and Other Perfection Activities. Concessionaire The Borrower shall: (a) deliver to the Security Trustee Collateral Agent any and all Instruments and Chattel Paper (other than the Non-Delivered Instruments), and Certificated Securities, endorsed and/or accompanied by instruments of assignment and transfer in such form and substance as the Security Trustee Collateral Agent may reasonably request and, concurrently therewith, delivery to the Security Trustee of an update to Appendix E identifying such Instruments, Chattel Paper and Certificated Securitiesrequest; provided that so long as no Event of Default shall have occurred and be continuing, the Security Trustee Collateral Agent shall, promptly upon request of Concessionaire the Borrower and approval of the Security TrusteeAdministrative Agent, make appropriate arrangements for making any Instrument, Instrument or Chattel Paper or Certificated Securities pledged by Concessionaire the Borrower and held by the Security Trustee Collateral Agent available to Concessionaire the Borrower for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent requested by the Security TrusteeCollateral Agent, against trust receipt or like document); (b) maintain the Liens created by this Agreement as a first priority perfected security interest, subject to Permitted Liens interest having at least the priority described in Section 4.34 of the Credit Agreement and, at the sole cost and expense of Concessionairethe Borrower, (i) give, execute, deliver, file and/or record any Financing Statement (x) to create, preserve, perfect or validate and maintain the Liens granted pursuant hereto or (y) to enable the Security Trustee Collateral Agent to exercise and enforce its rights hereunder with respect to such Liens; provided that notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (c) belowd), and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, take any actions necessary to enable the Security Trustee Collateral Agent to obtain “control” (within the meaning if the applicable Uniform Commercial Code) with respect thereto; (c) promptly notify the Collateral Agent upon the acquisition after the date hereof by the Borrower of any Equipment covered by a warehouse receipt (other than Equipment with a fair market value of $500,000 or less individually), and upon the request of the Collateral Agent (acting at the direction of the Administrative Agent), cause the Collateral Agent to be listed as the lienholder on such warehouse receipt and within sixty (60) days of the acquisition thereof deliver evidence of the same to the Collateral Agent; (d) upon request of the Security Trustee, Collateral Agent (upon the occurrence and during the continuation of any Event of Default and acting at the direction of the Administrative Agent), promptly notify (and Concessionaire the Borrower hereby authorizes the Security Trustee Collateral Agent so to so notify) each account debtor in respect of any Accounts or Instruments that such Collateral has been assigned to the Security Trustee Collateral Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Security TrusteeCollateral Agent, with a copy of such notice to Concessionairethe Borrower; and (de) upon request of the Security Trustee Collateral Agent (acting at the direction of the Administrative Agent) upon the occurrence and during the continuation of any Event of Default, furnish to the Security Trustee Collateral Agent from time to time statements and schedules further identifying and describing the assets and properties of Concessionaire the Borrower and such other reports in connection therewith that the Security Trustee Collateral Agent may reasonably request, all in reasonable detail.

Delivery and Other Perfection Activities. Concessionaire shall: (a) SusOils shall deliver to the Security Trustee Secured Party any and all Instruments and Chattel Paper (other than the Non-Delivered Instruments)Paper, and Certificated SecuritiesSecurities (in each case, having a fair market value in excess of $1,000,000) to the extent not already delivered to the Collateral Agent or required to be delivered to the Collateral Agent (and so delivered) under the Financing Documents, endorsed and/or accompanied by instruments of assignment and transfer in such form and substance as the Security Trustee Secured Party may reasonably request and, concurrently therewith, delivery to the Security Trustee of an update to Appendix E identifying such Instruments, Chattel Paper and Certificated Securitiesrequest; provided that so long as no Fundamental Event of Default shall have occurred and be continuingcontinuing and subject to the terms of the Note, the Security Trustee Secured Party shall, promptly upon request of Concessionaire and approval of the Security Trusteeany Grantor, make appropriate arrangements for making any Instrument, Instrument or Chattel Paper or Certificated Securities pledged by Concessionaire such Grantor and held by the Security Trustee Secured Party available to Concessionaire the such Grantor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent requested by the Security TrusteeSecured Party, against trust receipt or like document); (b) subject to the Lien of the Collateral Agent, each Grantor shall maintain the Liens created by this Agreement as a first priority perfected security interest, subject to Permitted Liens interest and, at the sole cost and expense of Concessionairethe Grantors, (i) give, execute, deliver, file and/or record any Financing Statement (x) to create, preserve, perfect or validate and maintain the Liens granted pursuant hereto or (y) to enable the Security Trustee Secured Party to exercise and enforce its rights hereunder with respect to such Liens; provided that notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (c) belowd), and (ii) in the case of Investment PropertyDeposit Accounts of SusOils (excluding (i) Deposit Accounts established in connection with working capital facilities of SusOils, (ii) Deposit AccountsAccounts utilized to fund payroll, Letter-of-Credit Rights payroll taxes, healthcare, employee benefits or tax obligations of SusOils and (iii) Deposit Accounts which do not have a balance in excess of $5 million per Deposit Account and $30 million in the aggregate over all such Deposit Accounts in this clause (iii)), within thirty (30) days after exceeding any other relevant Collateralsuch Deposit Account not fitting within one of the baskets in the foregoing parenthetical, take any actions necessary execute one or more Control Agreements for one or more of SusOils’ Deposit Accounts such that the aggregate value in SusOils’ Deposit Accounts not subject to enable a Control Agreement no longer exceeds the Security Trustee to obtain “control” (within baskets set forth in the meaning if the applicable Uniform Commercial Code) with respect theretoforegoing parenthetical; (c) [Reserved]; (d) SusOils shall upon request of the Security Trustee, Secured Party (upon the occurrence and during the continuation of any Fundamental Event of Default Default), promptly notify (and Concessionaire each Grantor hereby authorizes the Security Trustee Secured Party so to so notify) each account debtor in respect of any Accounts or Instruments that such Collateral has been assigned to the Security Trustee Secured Party hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Security TrusteeSecured Party, with a copy of such notice to Concessionaire; andthe Grantors; (de) each Grantor shall upon request of the Security Trustee Secured Party upon the occurrence and during the continuation of any Fundamental Event of Default, furnish to the Security Trustee Secured Party from time to time statements and schedules further identifying and describing the assets and properties of Concessionaire any Grantor and such other reports in connection therewith that the Security Trustee Secured Party may reasonably request, all in reasonable detail, with respect to the Collateral; and (f) each Grantor shall at all times cause the Pledged Equity Interests owned by each Grantor to be Certificated Securities and to be delivered to the Secured Party or to the extent already delivered to the Collateral Agent or required to be delivered to the Collateral Agent under the Financing Documents, the Collateral Agent.