Common use of Delivery of Instruments and Tangible Chattel Paper and Control of Investment Property Clause in Contracts

Delivery of Instruments and Tangible Chattel Paper and Control of Investment Property. (a) If any amount in excess of $100,000 payable under or in connection with any Collateral owned by it shall be or become evidenced by an Instrument or Tangible Chattel Paper (other than such Instrument delivered in accordance with 4)e)i) and in the possession of the Collateral Agent), it shall immediately notify the Collateral Agent in writing of such Instrument or Tangible Chattel Paper, and at the written request of the Collateral Agent (acting at the direction of the Administrative Agent), xxxx all such Instruments and Tangible Chattel Paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Deutsche Bank Trust Company Americas, as Collateral Agent” and, at the written request of the Collateral Agent (acting at the direction of the Administrative Agent), shall immediately deliver such Instrument or Tangible Chattel Paper to the Collateral Agent, duly indorsed in a manner satisfactory to the Collateral Agent. For the avoidance of doubt, it shall notify the Collateral Agent in the reports required to be delivered to the Collateral Agent pursuant to the Loan Documents (no less frequently than once per quarter) of all amounts payable under or in connection with any Collateral owned by it that shall be or become evidenced by an Instrument or Tangible Chattel Paper (other than such Instrument delivered in accordance with 4)e)i) and in the possession of the Collateral Agent). (b) It shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any Investment Property to any Person other than the Collateral Agent. (c) If it is or becomes the beneficiary of a letter of credit that is in excess of $50,000, it shall promptly, and in any event within two (2) Business Days after becoming a beneficiary, notify the Collateral Agent thereof. It shall promptly thereafter enter into a Contractual Obligation with the Collateral Agent, the issuer of such letter of credit or any nominated person with respect to the Letter-of-Credit Rights under such letter of credit. Such Contractual Obligation shall assign such Letter-of-Credit Rights to the Collateral Agent and such assignment shall be sufficient to grant control for the purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC). Such Contractual Obligation shall also direct all payments thereunder to the Collections Account. The provisions of the Contractual Obligation shall be in form and substance reasonably satisfactory to the Collateral Agent. (d) If any amount in excess of $50,000 payable under or in connection with any Collateral owned by it shall be or become evidenced by Electronic Chattel Paper, it shall take all steps necessary to grant the Collateral Agent control of all such Electronic Chattel Paper for the purposes of Section 9-105 of the UCC (or any similar section under any equivalent UCC) and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Delivery of Instruments and Tangible Chattel Paper and Control of Investment Property. Letter-of-Credit Rights and Electronic Chattel Paper. (a) If any amount in excess of $100,000 payable under or in connection with any Collateral owned by it such Grantor shall be or become evidenced by an Instrument instrument or Tangible Chattel Paper (tangible chattel paper other than such Instrument instrument delivered in accordance with 4)e)iSection 5.3(a) and in the possession of the Collateral Agent)Secured Party, it such Grantor shall immediately notify the Collateral Agent in writing of such Instrument or Tangible Chattel Paper, and at the written request of the Collateral Agent (acting at the direction of the Administrative Agent), xxxx mark all such Instruments instruments and Tangible Chattel Paper tangible chattel paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Deutsche Bank Trust Company AmericasFunicular Funds, as Collateral AgentLP” and, at the written request of the Collateral Agent (acting at the direction of the Administrative Agent)Secured Party, shall immediately deliver such Instrument instrument or Tangible Chattel Paper tangible chattel paper to the Collateral AgentSecured Party, duly indorsed in a manner satisfactory to the Collateral Agent. For the avoidance of doubt, it shall notify the Collateral Agent in the reports required to be delivered to the Collateral Agent pursuant to the Loan Documents (no less frequently than once per quarter) of all amounts payable under or in connection with any Collateral owned by it that shall be or become evidenced by an Instrument or Tangible Chattel Paper (other than such Instrument delivered in accordance with 4)e)i) and in the possession of the Collateral Agent)Secured Party. (b) It Such Grantor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any Investment Property investment property to any Person other than the Collateral AgentSecured Party. (c) If it such Grantor is or becomes the beneficiary of a letter of credit that is (i) not a supporting obligation of any Collateral and (ii) in excess of $50,000100,000, it such Grantor shall promptly, and in any event within two (2) 2 Business Days after becoming a beneficiary, notify the Collateral Agent thereof. It shall promptly thereafter Secured Party thereof and enter into a Contractual Obligation with the Collateral AgentSecured Party, the issuer of such letter of credit or any nominated person with respect to the Letterletter-of-Credit Rights credit rights under such letter of credit. Such Contractual Obligation shall assign such Letterletter-of-Credit Rights credit rights to the Collateral Agent Secured Party and such assignment shall be sufficient to grant control for the purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC). Such Contractual Obligation shall also direct all payments thereunder to the Collections Account. The provisions of the Contractual Obligation shall be in form and substance reasonably satisfactory to the Collateral Agent. (d) If any amount in excess of $50,000 100,000 payable under or in connection with any Collateral owned by it such Grantor shall be or become evidenced by Electronic Chattel Paperelectronic chattel paper, it such Grantor shall take all steps necessary to grant the Collateral Agent Secured Party control of all such Electronic Chattel Paper electronic chattel paper for the purposes of Section 9-105 of the UCC (or any similar section under any equivalent UCC) and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Delivery of Instruments and Tangible Chattel Paper and Control of Investment Property. (ai) If any amount in excess of $100,000 payable under or in connection with any Collateral owned by it shall be or become evidenced by an Instrument or Tangible Chattel Paper (other than such Instrument delivered in accordance with 4)e)i) and in the possession of the Collateral Agent), it shall immediately notify the Collateral Agent in writing of such Instrument or Tangible Chattel Paper, and at the written request of the Collateral Agent (acting at the direction of the Administrative Agent), xxxx all such Instruments and Tangible Chattel Paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Deutsche Bank Trust Company Americas, as Collateral Agent” and, at the written request of the Collateral Agent (acting at the direction of the Administrative Agent), shall immediately deliver such Instrument or Tangible Chattel Paper to the Collateral Agent, duly indorsed in a manner satisfactory to the Collateral Agent. For the avoidance of doubt, it shall notify the Collateral Agent in the reports required to be delivered to the Collateral Agent pursuant to the Loan Documents (no less frequently than once per quarter) of all amounts payable under or in connection with any Collateral owned by it that shall be or become evidenced by an Instrument or Tangible Chattel Paper (other than such Instrument delivered in accordance with 4)e)i) and in the possession of the Collateral Agent). (bii) It shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any Investment Property to any Person other than the Collateral Agent. (ciii) If it is or becomes the beneficiary of a letter of credit that is in excess of $50,000, it shall promptly, and in any event within two (2) Business Days after becoming a beneficiary, notify the Collateral Agent thereof. It shall promptly thereafter enter into a Contractual Obligation with the Collateral Agent, the issuer of such letter of credit or any nominated person with respect to the Letter-of-Credit Rights under such letter of credit. Such Contractual Obligation shall assign such Letter-of-Credit Rights to the Collateral Agent and such assignment shall be sufficient to grant control for the purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC). Such Contractual Obligation shall also direct all payments thereunder to the Collections Revenue Account. The provisions of the Contractual Obligation shall be in form and substance reasonably satisfactory to the Collateral Agent. (div) If any amount in excess of $50,000 payable under or in connection with any Collateral owned by it shall be or become evidenced by Electronic Chattel Paper, it shall take all steps necessary to grant the Collateral Agent control of all such Electronic Chattel Paper for the purposes of Section 9-105 of the UCC (or any similar section under any equivalent UCC) and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Delivery of Instruments and Tangible Chattel Paper and Control of Investment Property. (a) If any amount in excess of $100,000 payable under or in connection with any Collateral owned by it shall be or become evidenced by an Instrument or Tangible Chattel Paper (other than such Instrument delivered in accordance with 4)e)i) and in the possession of the Collateral Agent), it shall immediately notify the Collateral Agent in writing of such Instrument or Tangible Chattel Paper, and at the written request of the Collateral Agent (acting at the direction of the Administrative Agent), xxxx mxxx all such Instruments and Tangible Chattel Paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Deutsche Bank Trust Company Americas, as Collateral Agent” and, at the written request of the Collateral Agent (acting at the direction of the Administrative Agent), shall immediately deliver such Instrument or Tangible Chattel Paper to the Collateral Agent, duly indorsed in a manner satisfactory to the Collateral Agent. For the avoidance of doubt, it shall notify the Collateral Agent in the reports required to be delivered to the Collateral Agent pursuant to the Loan Documents (no less frequently than once per quarter) of all amounts payable under or in connection with any Collateral owned by it that shall be or become evidenced by an Instrument or Tangible Chattel Paper (other than such Instrument delivered in accordance with 4)e)i) and in the possession of the Collateral Agent). [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (b) It shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any Investment Property to any Person other than the Collateral Agent. (c) If it is or becomes the beneficiary of a letter of credit that is in excess of $50,000, it shall promptly, and in any event within two (2) Business Days after becoming a beneficiary, notify the Collateral Agent thereof. It shall promptly thereafter enter into a Contractual Obligation with the Collateral Agent, the issuer of such letter of credit or any nominated person with respect to the Letter-of-Credit Rights under such letter of credit. Such Contractual Obligation shall assign such Letter-of-Credit Rights to the Collateral Agent and such assignment shall be sufficient to grant control for the purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC). Such Contractual Obligation shall also direct all payments thereunder to the Collections Account. The provisions of the Contractual Obligation shall be in form and substance reasonably satisfactory to the Collateral Agent. (d) If any amount in excess of $50,000 payable under or in connection with any Collateral owned by it shall be or become evidenced by Electronic Chattel Paper, it shall take all steps necessary to grant the Collateral Agent control of all such Electronic Chattel Paper for the purposes of Section 9-105 of the UCC (or any similar section under any equivalent UCC) and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.