Common use of Delivery of Instruments, Documents, Etc Clause in Contracts

Delivery of Instruments, Documents, Etc. If any Grantor shall at any time hold or acquire (1) any Instrument in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate, (2) any Chattel Paper in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate or (3) any negotiable Document in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate, such Grantor shall, on the earlier of (A) 30 days after the date written notice thereof has been given to the Grantor by the Second Priority Collateral Agent but only with respect to Instruments, Chattel Paper and negotiable Documents of Significant Acquired Subsidiaries and (B) on or before the later of (i) 30 days following such acquisition or (ii) the first date required for delivery of financial statements pursuant to Section 4.03(a)(i) or (ii) of the Indenture following such acquisition (or such longer period as to which the Second Priority Collateral Agent may agree) or, if an Event of Default has occurred and is continuing, within 30 days following written notice thereof given by the Second Priority Collateral Agent to such Grantor, deliver and pledge to the Second Priority Collateral Agent or its Representative (or prior to the First Priority Obligation Payment Date to the First Priority Collateral Agent acting as bailee on behalf of the Second Priority Collateral Agent) any and all (to the extent constituting Collateral) Instruments, negotiable Documents and Chattel Paper duly endorsed and/or accompanied by such instruments of assignment and transfer executed by such Grantor in such form and substance as the Second Priority Collateral Agent or its Representative may reasonably request; provided, that so long as no Event of Default shall have occurred and be continuing, such Grantor may retain for collection in the ordinary course of business any such Instruments, negotiable Documents and Chattel Paper received by such Grantor in the ordinary course of business, and the Second Priority Collateral Agent or its Representative shall, promptly upon written request and at the expense of such Grantor, make appropriate arrangements for making any other Instruments, negotiable Documents and Chattel Paper pledged by such Grantor available to such Grantor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Second Priority Collateral Agent or its Representative, against trust receipt or like document).

Delivery of Instruments, Documents, Etc. If any Grantor Each Debtor shall at any time hold or acquire (1) any Instrument in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate, (2) any Chattel Paper in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate or (3) any negotiable Document in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate, such Grantor shall, on the earlier of (A) 30 days after the date written notice thereof has been given to the Grantor by the Second Priority Collateral Agent but only with respect to Instruments, Chattel Paper and negotiable Documents of Significant Acquired Subsidiaries and (B) on or before the later of (i) 30 days following such acquisition or (ii) the first date required for delivery of financial statements pursuant to Section 4.03(a)(i) or (ii) of the Indenture following such acquisition (or such longer period as to which the Second Priority Collateral Agent may agree) or, if an Event of Default has occurred and is continuing, within 30 days following written notice thereof given by the Second Priority Collateral Agent to such Grantor, deliver and pledge to the Second Priority Collateral Agent or its Representative (or prior to the First Priority Obligation Payment Date to the First Priority Collateral Agent acting as bailee on behalf of the Second Priority Collateral Agent) any and all (to the extent constituting Collateral) Instruments, negotiable Documents and Documents, Chattel Paper and certificated securities (accompanied by stock powers executed in blank, which stock powers may be filled in and completed at any time upon the occurrence of any Event of Default) duly endorsed and/or accompanied by such instruments of assignment and transfer executed by such Grantor Debtor in such form and substance as the Second Priority Collateral Agent or its Representative may reasonably request; provided, that so long as no Event of Default shall have occurred and be continuing, such Grantor each Debtor may retain for collection in the ordinary course of business any such Instruments, negotiable Documents and Chattel Paper received by such Grantor Debtor in the ordinary course of business, and the Second Priority Collateral Agent or its Representative shall, promptly upon written request and at the expense of such Grantora Debtor, make appropriate arrangements for making any other Instruments, negotiable Documents and Chattel Paper pledged by such Grantor Debtor available to such Grantor Debtor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Second Priority Collateral Agent or its Representative, against a trust receipt or like document). If a Debtor retains possession of any Chattel Paper, negotiable Documents or Instruments pursuant to the terms hereof, such Chattel Paper, negotiable Documents and Instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of L1 Capital Global Opportunities Master Fund, Ltd. in its capacity as Collateral Agent for the benefit of the Secured Parties.” Within sixty (60) days after the Closing Date (or such later date as may be permitted by the Collateral Agent in its sole discretion), the Collateral Agent shall have received a control agreement in form and substance reasonably satisfactory to it with respect to the Debtor’s Deposit Accounts (other than Excluded Accounts). The control agreement shall provide that upon receipt of notice of an Event of Default under the Security Purchase Contract and the lapse of any time to cure (to the extent that the Security Purchase Contract provides for a time to cure), the banking institution shall no longer permit funds to leave the deposit accounts subject to the control agreement.

Delivery of Instruments, Documents, Etc. If any Grantor Each Debtor shall at any time hold or acquire (1) any Instrument in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate, (2) any Chattel Paper in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate or (3) any negotiable Document in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate, such Grantor shall, on the earlier of (A) 30 days after the date written notice thereof has been given to the Grantor by the Second Priority Collateral Agent but only with respect to Instruments, Chattel Paper and negotiable Documents of Significant Acquired Subsidiaries and (B) on or before the later of (i) 30 days following such acquisition or (ii) the first date required for delivery of financial statements pursuant to Section 4.03(a)(i) or (ii) of the Indenture following such acquisition (or such longer period as to which the Second Priority Collateral Agent may agree) or, if an Event of Default has occurred and is continuing, within 30 days following written notice thereof given by the Second Priority Collateral Agent to such Grantor, deliver and pledge to the Second Priority Collateral Agent or its Representative (or prior to the First Priority Obligation Payment Date to the First Priority Collateral Agent acting as bailee on behalf of the Second Priority Collateral Agent) any and all (to the extent constituting Collateral) Instruments, negotiable Documents and Documents, Chattel Paper and certificated securities (accompanied by stock powers executed in blank, which stock powers may be filled in and completed at any time upon the occurrence of any Event of Default) duly endorsed and/or accompanied by such instruments of assignment and transfer executed by such Grantor Debtor in such form and substance as the Second Priority Collateral Agent or its Representative may reasonably request; provided, that so long as no Event of Default shall have occurred and be continuing, such Grantor each Debtor may retain for collection in the ordinary course of business any such Instruments, negotiable Documents and Chattel Paper received by such Grantor Debtor in the ordinary course of business, and the Second Priority Collateral Agent or its Representative shall, promptly upon written request and at the expense of such Grantora Debtor, make appropriate arrangements for making any other Instruments, negotiable Documents and Chattel Paper pledged by such Grantor Debtor available to such Grantor Debtor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Second Priority Collateral Agent or its Representative, against a trust receipt or like document). If a Debtor retains possession of any Chattel Paper, negotiable Documents or Instruments pursuant to the terms hereof, such Chattel Paper, negotiable Documents and Instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of L1 Capital Global Opportunities Master Fund, in its capacity as Collateral Agent for the benefit of the Secured Parties.” Within 30 days after the Closing Date (or such later date as may be permitted by the Collateral Agent in its sole discretion), the Collateral Agent shall have received a deposit account control agreement in form and substance reasonably satisfactory to it with respect to the Debtor’s Deposit Account selected by the Collateral Agent as more particularly described in the Purchase Agreement. The deposit account control agreement shall provide that the cash deposited in the Deposit Account and any accrued interest shall be subject to the Collateral Agent’s security interest. and no funds shall be permitted to be withdrawn without the prior written consent of the Collateral Agent, which consent may be withheld for any reason as long as the outstanding Principal, interest and other sums due including any Mandatory Default Amount (together, the “Balance”) under that Senior Secured 15% Original Issue Discount Convertible Promissory Note (the “Note”) is at least equal to or more than the amount deposited in the Deposit Account, subject to the next sentence. If the balance in the Debtor’s Deposit Account at any time exceeds $1,000,000, the Company may request the Collateral Agent to permit withdrawals of cash from the Deposit Account in an amount equal to the excess over $1,000,000, and the Collateral Agent shall promptly agree to any such requested withdrawal.

Delivery of Instruments, Documents, Etc. If any Each Grantor shall at any time hold or acquire (1) any Instrument in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate, (2) any Chattel Paper in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate or (3) any negotiable Document in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate, such Grantor shall, on the earlier of (A) 30 days after the date written notice thereof has been given to the Grantor by the Second Priority Collateral Agent but only with respect to Instruments, Chattel Paper and negotiable Documents of Significant Acquired Subsidiaries and (B) on or before the later of (i) 30 days following such acquisition or (ii) the first date required for delivery of financial statements pursuant to Section 4.03(a)(i) or (ii) of the Indenture following such acquisition (or such longer period as to which the Second Priority Collateral Agent may agree) or, if an Event of Default has occurred and is continuing, within 30 days following written notice thereof given by the Second Priority Collateral Agent to such Grantor, deliver and pledge to the Second Priority Collateral Agent Secured Party or its Representative (or prior to the First Priority Obligation Payment Date to the First Priority Collateral Agent acting as bailee on behalf of the Second Priority Collateral Agent) any and all (to the extent constituting Collateral) Instruments, negotiable Documents and Chattel Paper evidencing amounts greater than $50,000 individually or in the aggregate for any such Instruments, negotiable Documents and Chattel Paper of such Grantor and certificated securities accompanied by stock/membership interest powers executed in blank, which stock/membership interest powers may be filled in and completed at any time upon the occurrence and during the continuance of any Event of Default duly endorsed and/or accompanied by such instruments of assignment and transfer executed by such Grantor in such form and substance as the Second Priority Collateral Agent Secured Party or its Representative may reasonably request; provided, that so long as no Event of Default shall have occurred and be continuing, such each Grantor may retain for collection in the ordinary course of business any such Instruments, negotiable Documents and Chattel Paper received by such Grantor in the ordinary course of business, and the Second Priority Collateral Agent Secured Party or its Representative shall, promptly upon written request and at the expense of such a Grantor, make appropriate arrangements for making any other Instruments, negotiable Documents and Chattel Paper pledged by such Grantor available to such Grantor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Second Priority Collateral Agent Secured Party or its Representative, against a trust receipt or like document). If a Grantor retains possession of any Chattel Paper, negotiable Documents or Instruments evidencing amounts greater than $50,000 individually or in the aggregate for any such Instruments, negotiable Documents and Chattel Paper of such Grantor at any time pursuant to the terms hereof, such Chattel Paper, negotiable Documents and Instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of High Trail Special Situations, LLC, in its capacity as agent for one or more creditors, as Secured Party.”

Delivery of Instruments, Documents, Etc. If any Grantor Each Debtor shall at any time hold or acquire (1) any Instrument in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate, (2) any Chattel Paper in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate or (3) any negotiable Document in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate, such Grantor shall, on the earlier of (A) 30 days after the date written notice thereof has been given to the Grantor by the Second Priority Collateral Agent but only with respect to Instruments, Chattel Paper and negotiable Documents of Significant Acquired Subsidiaries and (B) on or before the later of (i) 30 days following such acquisition or (ii) the first date required for delivery of financial statements pursuant to Section 4.03(a)(i) or (ii) of the Indenture following such acquisition (or such longer period as to which the Second Priority Collateral Agent may agree) or, if an Event of Default has occurred and is continuing, within 30 days following written notice thereof given by the Second Priority Collateral Agent to such Grantor, deliver and pledge to the Second Priority Collateral Agent or its Representative (or prior to the First Priority Obligation Payment Date to the First Priority Collateral Agent acting as bailee on behalf of the Second Priority Collateral Agent) any and all (to the extent constituting Collateral) Instruments, negotiable Documents and Documents, Chattel Paper and certificated securities (accompanied by stock powers executed in blank, which stock powers may be filled in and completed at any time upon the occurrence of any Event of Default) duly endorsed and/or accompanied by such instruments of assignment and transfer executed by such Grantor Debtor in such form and substance as the Second Priority Collateral Agent or its Representative may reasonably request; provided, that so long as no Event of Default shall have occurred and be continuing, such Grantor each Debtor may retain for collection in the ordinary course of business any such Instruments, negotiable Documents and Chattel Paper received by such Grantor Debtor in the ordinary course of business, and the Second Priority Collateral Agent or its Representative shall, promptly upon written request and at the expense of such Grantora Debtor, make appropriate arrangements for making any other Instruments, negotiable Documents and Chattel Paper pledged by such Grantor Debtor available to such Grantor Debtor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Second Priority Collateral Agent or its Representative, against a trust receipt or like document). If a Debtor retains possession of any Chattel Paper, negotiable Documents or Instruments pursuant to the terms hereof, such Chattel Paper, negotiable Documents and Instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of __________________________, in its capacity as Collateral Agent for the benefit of the Secured Parties.” Within 30 days after the Closing Date (or such later date as may be permitted by the Collateral Agent in its sole discretion), the Collateral Agent shall have received a deposit account control agreement in form and substance reasonably satisfactory to it with respect to the Debtor’s Deposit Account selected by the Collateral Agent as more particularly described in the Purchase Agreement. The deposit account control agreement shall provide that the cash deposited in the Deposit Account and any accrued interest shall be subject to the Collateral Agent’s security interest. and no funds shall be permitted to be withdrawn without the prior written consent of the Collateral Agent, which consent may be withheld for any reason as long as the outstanding Principal, interest and other sums due including any Mandatory Default Amount (together, the “Balance”) under that Senior Secured 15% Original Issue Discount Convertible Promissory Note (the “Note”) is at least equal to or more than the amount deposited in the Deposit Account, subject to the next sentence. If the balance in the Debtor’s Deposit Account at any time exceeds $1,000,000, the Company may request the Collateral Agent to permit withdrawals of cash from the Deposit Account in an amount equal to the excess over $1,000,000, and the Collateral Agent shall promptly agree to any such requested withdrawal.

Delivery of Instruments, Documents, Etc. If any Grantor Each Debtor shall at any time hold or acquire (1) any Instrument in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate, (2) any Chattel Paper in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate or (3) any negotiable Document in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate, such Grantor shall, on the earlier of (A) 30 days after the date written notice thereof has been given to the Grantor by the Second Priority Collateral Agent but only with respect to Instruments, Chattel Paper and negotiable Documents of Significant Acquired Subsidiaries and (B) on or before the later of (i) 30 days following such acquisition or (ii) the first date required for delivery of financial statements pursuant to Section 4.03(a)(i) or (ii) of the Indenture following such acquisition (or such longer period as to which the Second Priority Collateral Agent may agree) or, if an Event of Default has occurred and is continuing, within 30 days following written notice thereof given by the Second Priority Collateral Agent to such Grantor, deliver and pledge to the Second Priority Collateral Agent or its Representative (or prior to the First Priority Obligation Payment Date to the First Priority Collateral Agent acting as bailee on behalf of the Second Priority Collateral Agent) any and all (to the extent constituting Collateral) Instruments, negotiable Documents and Documents, Chattel Paper and certificated securities (accompanied by stock powers executed in blank, which stock powers may be filled in and completed at any time upon the occurrence of any Event of Default) duly endorsed and/or accompanied by such instruments of assignment and transfer executed by such Grantor Debtor in such form and substance as the Second Priority Collateral Agent or its Representative may reasonably request; provided, that so long as no Event of Default shall have occurred and be continuing, such Grantor each Debtor may retain for collection in the ordinary course of business any such Instruments, negotiable Documents and Chattel Paper received by such Grantor Debtor in the ordinary course of business, and the Second Priority Collateral Agent or its Representative shall, promptly upon written request and at the expense of such Grantora Debtor, make appropriate arrangements for making any other Instruments, negotiable Documents and Chattel Paper pledged by such Grantor Debtor available to such Grantor Debtor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Second Priority Collateral Agent or its Representative, against a trust receipt or like document). If a Debtor retains possession of any Chattel Paper, negotiable Documents or Instruments pursuant to the terms hereof, such Chattel Paper, negotiable Documents and Instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of [Investor], in its capacity as Collateral Agent for the benefit of the Secured Parties.” Within 30 days after the Closing Date (or such later date as may be permitted by the Collateral Agent in its sole discretion), the Collateral Agent shall have received a control agreement in form and substance reasonably satisfactory to it with respect to the Debtor’s deposit accounts set forth on Schedule VI. The control agreement shall provide that upon receipt of notice of an Event of Default under the Purchase Agreement and the lapse of any time to cure (to the extent that the Purchase Agreement provides for a time to cure), the banking institution shall no longer permit funds to leave the deposit accounts subject to the control agreement and shall not comply with any instructions, directions or orders of any form with respect to such deposit accounts other than instructions, directions or orders originated by the Collateral Agent.

Delivery of Instruments, Documents, Etc. If any Grantor Each Debtor shall at any time hold or acquire (1) any Instrument in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate, (2) any Chattel Paper in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate or (3) any negotiable Document in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate, such Grantor shall, on the earlier of (A) 30 days after the date written notice thereof has been given to the Grantor by the Second Priority Collateral Agent but only with respect to Instruments, Chattel Paper and negotiable Documents of Significant Acquired Subsidiaries and (B) on or before the later of (i) 30 days following such acquisition or (ii) the first date required for delivery of financial statements pursuant to Section 4.03(a)(i) or (ii) of the Indenture following such acquisition (or such longer period as to which the Second Priority Collateral Agent may agree) or, if an Event of Default has occurred and is continuing, within 30 days following written notice thereof given by the Second Priority Collateral Agent to such Grantor, deliver and pledge to the Second Priority Collateral Agent or its Representative (or prior to the First Priority Obligation Payment Date to the First Priority Collateral Agent acting as bailee on behalf of the Second Priority Collateral Agent) any and all (to the extent constituting Collateral) Instruments, negotiable Documents and Documents, Chattel Paper and certificated securities (accompanied by stock powers executed in blank, which stock powers may be filled in and completed at any time upon the occurrence of any Event of Default) duly endorsed and/or accompanied by such instruments of assignment and transfer executed by such Grantor Debtor in such form and substance as the Second Priority Collateral Agent or its Representative may reasonably request; provided, that so long as no Event of Default shall have occurred and be continuing, such Grantor each Debtor may retain for collection in the ordinary course of business any such Instruments, negotiable Documents and Chattel Paper received by such Grantor Debtor in the ordinary course of business, and the Second Priority Collateral Agent or its Representative shall, promptly upon written request and at the expense of such Grantora Debtor, make appropriate arrangements for making any other Instruments, negotiable Documents and Chattel Paper pledged by such Grantor Debtor available to such Grantor Debtor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Second Priority Collateral Agent or its Representative, against a trust receipt or like document). If a Debtor retains possession of any Chattel Paper, negotiable Documents or Instruments pursuant to the terms hereof, such Chattel Paper, negotiable Documents and Instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of , in its capacity as Collateral Agent for the benefit of the Secured Parties.” Within 30 days after the Closing Date (or such later date as may be permitted by the Collateral Agent in its sole discretion), the Collateral Agent shall have received a control agreement in form and substance reasonably satisfactory to it with respect to the Debtor’s deposit accounts set forth on Schedule VI. The control agreement shall provide that upon receipt of notice of an Event of Default under the Purchase Agreement and the lapse of any time to cure (to the extent that the Purchase Agreement provides for a time to cure), the banking institution shall no longer permit funds to leave the deposit accounts subject to the control agreement and shall not comply with any instructions, directions or orders of any form with respect to such deposit accounts other than instructions, directions or orders originated by the Collateral Agent.

Delivery of Instruments, Documents, Etc. If any Grantor shall at any time hold or acquire (1) any Instrument in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate, (2) any Chattel Paper in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate or (3) any negotiable Document in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate, such Grantor shall, on the earlier of (A) 30 days after the date written notice thereof has been given to the such Grantor by the Second Priority Collateral Agent but only with respect to Instruments, Chattel Paper and negotiable Documents of Significant Acquired Subsidiaries and (B) on or before the later of (i) 30 days following such acquisition or (ii) the first date required for delivery of financial statements pursuant to Section 4.03(a)(i6.01(a) or (iib) of the Indenture Credit Agreement following such acquisition (or such longer period as to which the Second Priority Collateral Agent may agree) ), or, if an Event of Default has occurred and is continuing, within 30 days following written notice thereof given by the Second Priority Collateral Agent to such Grantor, deliver and pledge to the Second Priority Collateral Agent or its Representative (or prior to the First Priority Obligation Payment Date to the First Priority Collateral Agent acting as bailee on behalf of the Second Priority Collateral Agent) any and all (to the extent constituting Collateral) Instruments, negotiable Documents and Chattel Paper duly endorsed and/or accompanied by such instruments of assignment and transfer executed by such Grantor in such form and substance as the Second Priority Collateral Agent or its Representative may reasonably request; provided, that so long as no Event of Default shall have occurred and be continuing, such Grantor may retain for collection in the ordinary course of business any such Instruments, negotiable Documents and Chattel Paper received by such Grantor in the ordinary course of business, and the Second Priority Collateral Agent or its Representative shall, promptly upon written request and at the expense of such Grantor, make appropriate arrangements for making any other Instruments, negotiable Documents and Chattel Paper pledged by such Grantor available to such Grantor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Second Priority Collateral Agent or its Representative, against trust receipt or like document).

Delivery of Instruments, Documents, Etc. If any Grantor Each Debtor shall at any time hold or acquire (1) any Instrument in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate, (2) any Chattel Paper in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate or (3) any negotiable Document in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate, such Grantor shall, on the earlier of (A) 30 days after the date written notice thereof has been given to the Grantor by the Second Priority Collateral Agent but only with respect to Instruments, Chattel Paper and negotiable Documents of Significant Acquired Subsidiaries and (B) on or before the later of (i) 30 days following such acquisition or (ii) the first date required for delivery of financial statements pursuant to Section 4.03(a)(i) or (ii) of the Indenture following such acquisition (or such longer period as to which the Second Priority Collateral Agent may agree) or, if an Event of Default has occurred and is continuing, within 30 days following written notice thereof given by the Second Priority Collateral Agent to such Grantor, deliver and pledge to the Second Priority Collateral Agent or its Representative (or prior to the First Priority Obligation Payment Date to the First Priority Collateral Agent acting as bailee on behalf of the Second Priority Collateral Agent) any and all (to the extent constituting Collateral) Instruments, negotiable Documents and Documents, Chattel Paper and certificated securities (accompanied by stock powers executed in blank, which stock powers may be filled in and completed at any time upon the occurrence of any Event of Default) duly endorsed and/or accompanied by such instruments of assignment and transfer executed by such Grantor Debtor in such form and substance as the Second Priority Collateral Agent or its Representative may reasonably request; provided, that so long as no Event of Default shall have occurred and be continuing, such Grantor each Debtor may retain for collection in the ordinary course of business any such Instruments, negotiable Documents and Chattel Paper received by such Grantor Debtor in the ordinary course of business, and the Second Priority Collateral Agent or its Representative shall, promptly upon written request and at the expense of such Grantora Debtor, make appropriate arrangements for making any other Instruments, negotiable Documents and Chattel Paper pledged by such Grantor Debtor available to such Grantor Debtor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Second Priority Collateral Agent or its Representative, against a trust receipt or like document). If a Debtor retains possession of any Chattel Paper, negotiable Documents or Instruments pursuant to the terms hereof, such Chattel Paper, negotiable Documents and Instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of ____________, in its capacity as Collateral Agent for the benefit of the Secured Parties.” Within 30 days after the Closing Date (or such later date as may be permitted by the Collateral Agent in its sole discretion), the Collateral Agent shall have received a control agreement in form and substance reasonably satisfactory to it with respect to the Debtor’s deposit account maintained at ____________, account number __________. The control agreement shall provide that upon receipt of notice of an Event of Default under the Purchase Agreement and the lapse of any time to cure (to the extent that the Purchase Agreement provides for a time to cure), the banking institution shall no longer permit funds to leave the deposit accounts subject to the control agreement and shall not comply with any instructions, directions or orders of any form with respect to such deposit accounts other than instructions, directions or orders originated by the Collateral Agent.

Delivery of Instruments, Documents, Etc. If any Grantor shall at any time hold or acquire (1) any Instrument in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate, (2) any Chattel Paper in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate or (3) any negotiable Document in an amount in excess of $5,000,000 individually or $10,000,000 in the aggregate, such Grantor shall, on the earlier of (A) 30 days after the date written notice thereof has been given to the such Grantor by the Second Priority Collateral Agent but only with respect to Instruments, Chattel Paper and negotiable Documents of Significant Acquired Subsidiaries and (B) on or before the later of (i) 30 days following such acquisition or (ii) the first date required for delivery of financial statements pursuant to Section 4.03(a)(i6.1(i) or (ii) of the Indenture Credit Agreement following such acquisition (or such longer period as to which the Second Priority Collateral Agent may agree) ), or, if an Event of Default has occurred and is continuing, within 30 days following written notice thereof given by the Second Priority Collateral Agent to such Grantor, deliver and pledge to the Second Priority Collateral Agent or its Representative (or prior to the First Priority Obligation Payment Date to the First Priority Collateral Agent acting as bailee on behalf of the Second Priority Collateral Agent) any and all (to the extent constituting Collateral) Instruments, negotiable Documents and Chattel Paper duly endorsed and/or accompanied by such instruments of assignment and transfer executed by such Grantor in such form and substance as the Second Priority Collateral Agent or its Representative may reasonably request; provided, that so long as no Event of Default shall have occurred and be continuing, such Grantor may retain for collection in the ordinary course of business any such Instruments, negotiable Documents and Chattel Paper received by such Grantor in the ordinary course of business, and the Second Priority Collateral Agent or its Representative shall, promptly upon written request and at the expense of such Grantor, make appropriate arrangements for making any other Instruments, negotiable Documents and Chattel Paper pledged by such Grantor available to such Grantor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Second Priority Collateral Agent or its Representative, against trust receipt or like document).