Common use of Delivery of Instruments, etc Clause in Contracts

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries has endorsed, assigned and delivered to the Agent all negotiable or non- negotiable instruments, certificated securities and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent may have specified. In the event that any Subsidiary shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, certificated securities or chattel paper to be pledged by it hereunder, such Subsidiary shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. (b) To the extent that any securities now or hereafter acquired by any Subsidiary are uncertificated and are issued to such Subsidiary or its nominee directly by the issuer thereof, such Subsidiary shall cause the issuer to note on its books the security interest of the Agent in such securities and shall cause the issuer, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with instructions from the Agent as to such securities, without further consent of such Subsidiary or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets now or hereafter acquired by any Subsidiary are held by such Subsidiary or its nominee through a securities intermediary, such Subsidiary shall use reasonable efforts to (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly to the Agent and (ii), at the request of the Agent, cause such securities intermediary, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with entitlement orders or other instructions from the Agent as to such securities or other financial assets, without further consent of such Subsidiary or such nominee. The Agent agrees with each of the Subsidiaries that the Agent shall not give any such entitlement orders or instructions to any such issuer or securities intermediary unless an Event of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)14. (c) To the extent that any Subsidiary is a beneficiary under any written letter of credit now or hereafter issued in favor of such Subsidiary, such Subsidiary shall deliver such letter of credit to the Agent. The Agent shall from time to time, at the request and expense of such Subsidiary, make such arrangements with such Subsidiary as are in the Agent's reasonable judgment necessary and appropriate so that such Subsidiary may make any drawing to which such Subsidiary is entitled under such letter of credit, without impairment of the Agent's perfected security interest in such Subsidiary's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Agent's request, such Subsidiary shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Agent and satisfactory to the Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Agent for application as provided in the Credit Agreement.

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries Company has endorsed, assigned and delivered to the Agent SECURED PARTY all negotiable or non- non-negotiable instruments, certificated securities and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent SECURED PARTY may have specified. In the event that any Subsidiary the Company shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, certificated securities or chattel paper to be pledged by it hereunder, such Subsidiary the Company shall forthwith endorse, assign and deliver the same to the AgentSECURED PARTY, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent SECURED PARTY may from time to time specify. (b) To the extent that any securities now or hereafter acquired by any Subsidiary the Company are uncertificated and are issued to such Subsidiary the Company or its nominee directly by the issuer thereof, such Subsidiary the Company shall cause the issuer to note on its books the security interest of the Agent SECURED PARTY in such securities and shall cause the issuer, pursuant to an agreement in form and substance satisfactory to the AgentSECURED PARTY, to agree to comply with instructions from the Agent SECURED PARTY as to such securities, without further consent of such Subsidiary the Company or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets investment property now or hereafter acquired by any Subsidiary the Company are held by such Subsidiary the Company or its nominee through a securities intermediary or commodity intermediary, such Subsidiary shall use reasonable efforts to (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly to the Agent and (ii)Company shall, at the request of the AgentSECURED PARTY, cause such securities intermediary or (as the case may be) commodity intermediary, pursuant to an agreement in form and substance satisfactory to the AgentSECURED PARTY, to agree to comply with entitlement orders or other instructions from the Agent SECURED PARTY to such securities intermediary as to such securities or other financial assetsinvestment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by SECURED PARTY to such commodity intermediary, without further consent of such Subsidiary the Company or such nominee. The Agent agrees with each of the Subsidiaries that the Agent shall not give any such entitlement orders or instructions to any such issuer or securities intermediary unless an Event of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)14. (c) To the extent that any Subsidiary the Company is a beneficiary under any written letter of credit now or hereafter issued in favor of such Subsidiarythe Company, such Subsidiary the Company shall deliver such letter of credit to the AgentSECURED PARTY. The Agent SECURED PARTY shall from time to time, at the request and expense of such Subsidiarythe Company, make such arrangements with such Subsidiary the Company as are in the AgentSECURED PARTY's reasonable judgment necessary and appropriate so that such Subsidiary the Company may make any drawing to which such Subsidiary the Company is entitled under such letter of credit, without impairment of the AgentSECURED PARTY's perfected security interest in such Subsidiarythe Company's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Agent's request, such Subsidiary shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Agent and satisfactory to the Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Agent for application as provided in the Credit Agreement.

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries Grantor has endorsed, assigned and delivered to the Priority Lien Collateral Agent as bailee for the Collateral Agent pursuant to the Intercreditor Agreement all negotiable or non- non-negotiable instruments, certificated securities and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Priority Lien Collateral Agent as bailee for the Collateral Agent or the Collateral Agent may have specified. In the event that any Subsidiary Grantor shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, certificated securities or chattel paper to be pledged by it hereunder, such Subsidiary Grantor shall forthwith endorse, assign and deliver the same to the AgentPriority Lien Collateral Agent as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, accompanied by such instruments of transfer or assignment duly executed in blank as the Priority Lien Collateral Agent as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, or the Collateral Agent may from time to time specify. (b) To the extent that any securities now or hereafter acquired by any Subsidiary Grantor are uncertificated and are issued to such Subsidiary Grantor or its nominee directly by the issuer thereof, such Subsidiary Grantor shall cause the issuer to note on its books the security interest of the Collateral Agent in such securities and and, subject to the Intercreditor Agreement, shall cause the issuer, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, to agree to comply with instructions from the Collateral Agent as to such securitiessecurities at any time after the Collateral Agent’s receipt of a Priority Lien Obligations Discharge Notice (as defined in the Intercreditor Agreement), without further consent of such Subsidiary Grantor or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets investment property now or hereafter acquired by any Subsidiary Grantor are held by such Subsidiary Grantor or its nominee through a securities intermediary, such Subsidiary shall use reasonable efforts to (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly subject to the Agent and (ii)Intercreditor Agreement, such Grantor shall at the request of the Agent, Collateral Agent cause such securities intermediary, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, to agree to comply at any time after the Collateral Agent’s receipt of a Priority Lien Obligations Discharge Notice (as defined in the Intercreditor Agreement) with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such securities securities, or other financial assetsinvestment property, or (as the case may be) at any time after the Collateral Agent’s receipt of a Priority Lien Obligations Discharge Notice (as defined in the Intercreditor Agreement) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary without further consent of such Subsidiary Grantor or such nominee. The Agent agrees with each of the Subsidiaries that the Agent shall not give any such entitlement orders or instructions to any such issuer or securities intermediary unless an Event of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)14. (c) To the extent that any Subsidiary Grantor is a beneficiary under any written letter of credit now or hereafter issued in favor of such SubsidiaryGrantor, such Subsidiary Grantor shall deliver such letter of credit to the AgentPriority Lien Collateral Agent as bailee for the Collateral Agent pursuant to the Intercreditor Agreement. The Collateral Agent shall from time to time, at the request and expense of such SubsidiaryGrantor, use its commercially reasonable efforts to make such arrangements with such Subsidiary Grantor as are in the Collateral Agent's ’s reasonable judgment necessary and appropriate so that such Subsidiary Grantor may make any drawing to which such Subsidiary Grantor is entitled under such letter of credit, without impairment of the Collateral Agent's ’s perfected security interest in such Subsidiary's Grantor’s rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Collateral Agent's ’s request, such Subsidiary subject to the Intercreditor Agreement, each Grantor shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary Grantor as beneficiary, (i) execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Collateral Agent and satisfactory to the Collateral Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Collateral Agent for delivery to the Trustee for application as provided in the Credit AgreementIndenture, and (ii) use its commercially reasonable efforts to cause the issuer and any such confirmer to execute and deliver such assignment of proceeds form to the Collateral Agent.

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries Company has endorsed, assigned and delivered to the Agent all negotiable or non- non-negotiable instruments, certificated securities and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent may have specified. In the event that any Subsidiary the Company shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, certificated securities or chattel paper to be pledged by it hereunder, such Subsidiary the Company shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. (b) To the extent that any securities now or hereafter acquired by any Subsidiary the Company are uncertificated and are issued to such Subsidiary the Company or its nominee directly by the issuer thereof, such Subsidiary the Company shall cause the issuer to note on its books the security interest of the Agent in such securities and shall cause the issuer, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, to agree to comply with instructions from the Agent as to such securities, without further consent of such Subsidiary the Company or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets now or hereafter acquired by any Subsidiary the Company are held by such Subsidiary the Company or its nominee through a securities intermediary, such Subsidiary the Company shall use reasonable efforts to (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly to the Agent and (ii), at the request of the Agent, cause such securities intermediary, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, to agree to comply with entitlement orders or other instructions from the Agent as to such securities or other financial assets, without further consent of such Subsidiary the Company or such nominee. The Agent agrees with each of the Subsidiaries that the Agent shall not give any such entitlement orders or instructions to any such issuer or securities intermediary unless an Event of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)14. (c) To the extent that any Subsidiary the Company is a beneficiary under any written letter of credit now or hereafter issued in favor of such Subsidiarythe Company, such Subsidiary the Company shall deliver such letter of credit to the Agent. The Agent shall from time to time, at the request and expense of such Subsidiarythe Company, make such arrangements with such Subsidiary the Company as are in the Agent's reasonable judgment necessary and appropriate so that such Subsidiary the Company may make any drawing to which such Subsidiary the Company is entitled under such letter of credit, without impairment of the Agent's perfected security interest in such Subsidiarythe Company's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Agent's request, such Subsidiary the Company shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary the Company as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Agent and reasonably satisfactory to the Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Agent for application as provided in the Credit Agreement.

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries Company has endorsed, assigned and delivered to the Agent all negotiable or non- non-negotiable instruments, certificated securities and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent may have specified. In the event that any Subsidiary the Company shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, certificated securities or chattel paper to be pledged by it hereunder, such Subsidiary the Company shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. (b) To the extent that any securities now or hereafter acquired by any Subsidiary the Company are uncertificated and are issued to such Subsidiary the Company or its nominee directly by the issuer thereof, such Subsidiary the Company shall cause the issuer to note on its books the security interest of the Agent in such securities and shall cause the issuer, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with instructions from the Agent as to such securities, without further consent of such Subsidiary the Company or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets now or hereafter acquired by any Subsidiary the Company are held by such Subsidiary the Company or its nominee through a securities intermediary, such Subsidiary the Company shall use reasonable efforts to (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly to the Agent and (ii), at the request of the Agent, cause such securities intermediary, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with entitlement orders or other instructions from the Agent as to such securities or other financial assets, without further consent of such Subsidiary the Company or such nominee. The Agent agrees with each of the Subsidiaries Company that the Agent shall not give any such entitlement orders or instructions to any such issuer or securities intermediary unless an Event of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)14Section 14. (c) To the extent that any Subsidiary the Company is a beneficiary under any written letter of credit now or hereafter issued in favor of such Subsidiarythe Company, such Subsidiary the Company shall deliver such letter of credit to the Agent. The Agent shall from time to time, at the request and expense of such Subsidiarythe Company, make such arrangements with such Subsidiary the Company as are in the Agent's reasonable judgment necessary and appropriate so that such Subsidiary the Company may make any drawing to which such Subsidiary the Company is entitled under such letter of credit, without impairment of the Agent's perfected security interest in such Subsidiarythe Company's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Agent's request, such Subsidiary the Company shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary the Company as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Agent and satisfactory to the Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Agent for application as provided in the Credit Agreement.

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries has endorsed, assigned and delivered to the Agent all negotiable or non- negotiable instruments, certificated securities and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent may have specified. In the event that any Subsidiary shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, certificated securities or chattel paper to be pledged by it hereunder, such Subsidiary shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. (b) To the extent that any securities now or hereafter acquired by any Subsidiary of the Companies are uncertificated and are issued to such Subsidiary said Company or its nominee directly by the issuer thereof, such Subsidiary said Company shall cause the issuer to note on its books the security interest of the Agent in such securities and shall cause the issuer, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, to agree to comply with instructions from the Agent as to such securities, without further consent of such Subsidiary said Company or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets investment property now or hereafter acquired by any Subsidiary of the Companies are held by such Subsidiary said Company or its nominee through a securities intermediary or commodity intermediary, such Subsidiary said Company shall use reasonable efforts to (i) cause such securities intermediary or (as the case may be) commodities intermediary, to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly to the Agent and (ii), ) at the request of the Agent, cause such securities intermediary or (as the case may be) commodities intermediary, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, to agree to comply with entitlement orders or other instructions from the Agent to such securities intermediary or (as the case may be) commodities intermediary as to such securities or other financial assetsinvestment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Agent to such commodity intermediary, without further consent of such Subsidiary said Company or such nominee. The Agent agrees with each of the Subsidiaries Companies that the Agent shall not give any such entitlement orders or instructions or directions to any such issuer or securities intermediary or commodity intermediary unless an Event of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)14Section 14 hereof. (c) To the extent that any Subsidiary of the Companies is a beneficiary under any written letter of credit now or hereafter issued in favor of such SubsidiaryCompany, such Subsidiary it shall deliver such letter of credit to the Agent. The Agent shall from time to time, at the request and expense of such SubsidiaryCompany, make such arrangements with such Subsidiary Company as are in the Agent's reasonable judgment necessary and appropriate so that such Subsidiary Company may make any drawing to which such Subsidiary it is entitled under such letter of credit, without impairment of the Agent's perfected security interest in such SubsidiaryCompany's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Agent's request, such Subsidiary Company shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary Company as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Agent and satisfactory to the Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Agent for application as provided in the Credit Loan Agreement.

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries Borrower has endorsed, assigned and delivered to the Agent all negotiable or non- non-negotiable instruments, certificated securities and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent may have specified. In the event that any Subsidiary the Borrower shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, certificated securities or chattel paper to be pledged by it hereunder, such Subsidiary the Borrower shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. (b) To the extent that any securities now or hereafter acquired by any Subsidiary the Borrower are uncertificated and are issued to such Subsidiary the Borrower or its nominee directly by the issuer thereof, such Subsidiary the Borrower shall cause the issuer to note on its books the security interest of the Agent in such securities and shall cause the issuer, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with instructions from the Agent as to such securities, without further consent of such Subsidiary the Borrower or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets now or hereafter acquired by any Subsidiary the Borrower are held by such Subsidiary the Borrower or its nominee through a securities intermediary, such Subsidiary the Borrower shall use reasonable efforts to (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly to the Agent and (ii), at the request of the Agent, cause such securities intermediary, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with entitlement orders or other instructions from the Agent as to such securities or other financial assets, without further consent of such Subsidiary the Borrower or such nominee. The Agent agrees with each of the Subsidiaries Borrower that the Agent shall not give any such entitlement orders or instructions to any such issuer or securities intermediary unless an Event of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)14. (c) To the extent that any Subsidiary is a beneficiary under any written letter of credit now or hereafter issued in favor of such Subsidiary, such Subsidiary shall deliver such letter of credit to the Agent. The Agent shall from time to time, at the request and expense of such Subsidiary, make such arrangements with such Subsidiary as are in the Agent's reasonable judgment necessary and appropriate so that such Subsidiary may make any drawing to which such Subsidiary is entitled under such letter of credit, without impairment of the Agent's perfected security interest in such Subsidiary's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Agent's request, such Subsidiary shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Agent and satisfactory to the Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Agent for application as provided in the Credit Agreement.

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries Company has endorsed, collaterally assigned and delivered to the Agent all negotiable or non- non-negotiable instruments, instruments (including certificated securities securities) and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent may have specified. In the event that any Subsidiary the Company shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, instruments (including certificated securities securities) or chattel paper to be pledged by it hereunder, such Subsidiary the Company shall forthwith endorse, collaterally assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. (b) To the extent that any securities now or hereafter acquired by any Subsidiary the Company are uncertificated and are issued to such Subsidiary the Company or its nominee directly by the issuer thereof, such Subsidiary the Company shall cause the issuer to note on its books the security interest of the Agent in such securities and shall cause the issuer, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with instructions from the Agent as to such securities, without further consent of such Subsidiary the Company or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets now or hereafter acquired by any Subsidiary the Company are held by such Subsidiary the Company or its nominee through a securities intermediary, such Subsidiary the Company shall use reasonable efforts to (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly to the Agent and (ii), at the request of the Agent, cause such securities intermediary, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with entitlement orders or other instructions from the Agent as to such securities or other financial assets, without further consent of such Subsidiary the Company or such nominee. The Agent agrees with each of the Subsidiaries that the Agent shall not give any such entitlement orders or instructions to any such issuer or securities intermediary unless an Event of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)14. (c) To the extent that any Subsidiary is a beneficiary under any written letter of credit now or hereafter issued in favor of such Subsidiary, such Subsidiary shall deliver such letter of credit to the Agent. The Agent shall from time to time, at the request and expense of such Subsidiary, make such arrangements with such Subsidiary as are in the Agent's reasonable judgment necessary and appropriate so that such Subsidiary may make any drawing to which such Subsidiary is entitled under such letter of credit, without impairment of the Agent's perfected security interest in such Subsidiary's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Agent's request, such Subsidiary shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Agent and satisfactory to the Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Agent for application as provided in the Credit Agreement.

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries Company has endorsed, assigned and delivered to the Agent Bank all negotiable or non- non-negotiable instruments, certificated securities and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent Bank may have specified. In the event that any Subsidiary the Company shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, certificated securities or chattel paper to be pledged by it hereunder, such Subsidiary the Company shall forthwith endorse, assign and deliver the same to the AgentBank, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent Bank may from time to time specify. (b) To the extent that any securities now or hereafter acquired by any Subsidiary the Company are uncertificated and are issued to such Subsidiary the Company or its nominee directly by the issuer thereof, such Subsidiary the Company shall cause the issuer to note on its books the security interest of the Agent Bank in such securities and shall cause the issuer, pursuant to an agreement in form and substance satisfactory to the AgentBank, to agree to comply with instructions from the Agent Bank as to such securities, without further consent of such Subsidiary the Company or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets investment property now or hereafter acquired by any Subsidiary are the Company is held by such Subsidiary the Company or its nominee through a securities intermediary or commodity intermediary, such Subsidiary shall use reasonable efforts to (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly to the Agent and (ii)Company shall, at the request of the AgentBank, cause such securities intermediary or (as the case may be) commodity intermediary, pursuant to an agreement in form and substance satisfactory to the AgentBank, to agree to comply with entitlement orders or other instructions from the Agent Bank to such securities intermediary as to such securities or other financial assetsinvestment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Bank to such commodity intermediary, without further consent of such Subsidiary the Company or such nominee. The Agent Bank agrees with each of the Subsidiaries Company that the Agent Bank shall not give any such entitlement orders or instructions or directions to any such issuer issuer, securities intermediary or securities commodity intermediary unless an Event of Default has occurred and is continuing and the Agent Bank has elected to exercise its rights and remedies as contemplated by (S)14ss.14. (c) To the extent that any Subsidiary the Company is a beneficiary under any written letter of credit now or hereafter issued in favor of such Subsidiarythe Company, such Subsidiary the Company shall deliver such letter of credit to the AgentBank. The Agent Bank shall from time to time, at the request and expense of such Subsidiarythe Company, make such arrangements with such Subsidiary the Company as are in the AgentBank's reasonable judgment necessary and appropriate so that such Subsidiary the Company may make any drawing to which such Subsidiary the Company is entitled under such letter of credit, without impairment of the AgentBank's perfected security interest in such Subsidiarythe Company's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the AgentBank's request, such Subsidiary the Company shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary the Company as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Agent Bank and satisfactory to the Agent Bank and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Agent Bank for application as provided in the Credit Agreement.

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries has Borrowers have endorsed, assigned and delivered to LaSalle or, if the Credit Agreement is no longer in effect, to the Agent all negotiable or non- non-negotiable instruments, certificated securities Instruments (including Certificated Securities) and chattel paper Chattel Paper pledged by it them hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent may have specifiedblank. In the event that any Subsidiary the Borrowers shall, after the date of this Security Agreement, acquire any other negotiable or non-negotiable instruments, certificated securities Instruments (including Certificated Securities) or chattel paper Chattel Paper to be pledged by it them hereunder, such Subsidiary the Borrowers shall forthwith endorse, assign and deliver the same to LaSalle or, if the Credit Agreement is no longer in effect, to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as LaSalle or, if the Credit Agreement is no longer in effect, the Agent may from time to time specify. (b) To the extent that any securities now or hereafter acquired by any Subsidiary are uncertificated and are issued to such Subsidiary or its nominee directly by the issuer thereof, such Subsidiary shall cause the issuer to note on its books the security interest of the Agent in such securities and shall cause the issuer, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with instructions from the Agent as to such securities, without further consent of such Subsidiary or such nominee. To the extent that any securities, whether certificated or Securities are uncertificated, or other financial assets now or appropriate book-entry transfers reflecting the pledge of such Securities created hereby have been or, in the case of Uncertificated Securities hereafter acquired by any Subsidiary are held by the Borrowers, will at the time of such Subsidiary acquisition be, duly made for the account of LaSalle or, if the Credit Agreement is no longer in effect, the Agent or its nominee through a securities one or more nominees of LaSalle or, if the Credit Agreement is no longer in effect, the Agent with the issuer of such Securities or other appropriate book-entry facility or financial intermediary, such Subsidiary shall use reasonable efforts to (i) cause such securities intermediary to note on its books with LaSalle or, if the security interest of Credit Agreement is no longer in effect, the Agent having at all times the right to obtain definitive certificates (in such securities or other financial assets and to confirm such notation promptly to LaSalle’s or, if the Agent and (ii)Credit Agreement is no longer in effect, at the request of the Agent’s name or in the name of one or more nominees of LaSalle or, cause such securities intermediaryif the Credit Agreement is no longer in effect, pursuant to an agreement in form and substance satisfactory to the Agent) where the issuer customarily or otherwise issues certificates, all to agree to comply with entitlement orders or other instructions from the Agent be held as to such securities or other financial assets, without further consent of such Subsidiary or such nomineeCollateral hereunder. The Agent agrees with each of the Subsidiaries Borrowers hereby acknowledge that the Agent shall not give any such entitlement orders may, in its discretion, appoint one or instructions more financial institutions to any such issuer act as the Agent’s agent in holding in custodial account, Instruments or securities intermediary unless an Event of Default has occurred and is continuing and other Financial Assets in which the Agent has elected is granted a second priority security interest hereunder, including, without limitation, certificates of deposit and other Instruments evidencing short term obligations. The Borrowers hereby acknowledge that deliveries of Collateral to exercise its rights and remedies as contemplated by (S)14. (c) To the extent that any Subsidiary is a beneficiary under any written letter of credit now or hereafter issued in favor of such Subsidiary, such Subsidiary shall deliver such letter of credit LaSalle pursuant to this Security Agreement are made subject to the Agent. The Agent shall from time to time, at the request and expense terms of such Subsidiary, make such arrangements with such Subsidiary as are in the Agent's reasonable judgment necessary and appropriate so that such Subsidiary may make any drawing to which such Subsidiary is entitled under such letter of credit, without impairment Section 26 of the Agent's perfected security interest in such Subsidiary's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Agent's request, such Subsidiary shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Agent and satisfactory to the Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Agent for application as provided in the Credit Intercreditor Agreement.

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries Company has endorsed, assigned and delivered to the Agent all negotiable or non- negotiable instruments, instruments (including certificated securities securities) and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent may have specified. In the event that any Subsidiary the Company shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, instruments (including certificated securities securities) or chattel paper to be pledged by it hereunder, such Subsidiary the Company shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. (b) To the extent that any securities now or hereafter acquired by any Subsidiary the Company are uncertificated and are issued to such Subsidiary the Company or its nominee directly by the issuer thereof, such Subsidiary the Company shall cause the issuer to note on its books the security interest of the Agent in such securities and shall cause the issuer, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with instructions from the Agent as to such securities, without further consent of such Subsidiary the Company or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets now or hereafter acquired by any Subsidiary the Company are held by such Subsidiary the Company or its nominee through a securities intermediary, such Subsidiary the Company shall use reasonable efforts to (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly to the Agent and (ii), at the request of the Agent, cause such securities intermediary, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with entitlement orders or other instructions from the Agent as to such securities or other financial assets, without further consent of such Subsidiary the Company or such nominee. The Agent agrees with each of the Subsidiaries Company that the Agent shall not give any such entitlement orders or instructions to any such issuer or securities intermediary unless an Event of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)14S)13. (c) To the extent that any Subsidiary is a beneficiary under any written letter of credit now or hereafter issued in favor of such Subsidiary, such Subsidiary shall deliver such letter of credit to the Agent. The Agent shall from time to time, at the request and expense of such Subsidiary, make such arrangements with such Subsidiary as are in the Agent's reasonable judgment necessary and appropriate so that such Subsidiary may make any drawing to which such Subsidiary is entitled under such letter of credit, without impairment of the Agent's perfected security interest in such Subsidiary's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Agent's request, such Subsidiary shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Agent and satisfactory to the Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Agent for application as provided in the Credit Agreement.

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries Borrower has endorsed, assigned and delivered to the Agent all negotiable or non- non-negotiable instruments, certificated securities and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent may have specified. In the event that any Subsidiary the Borrower shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, certificated securities or chattel paper to be pledged by it hereunder, such Subsidiary the Borrower shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. (b) To the extent that any securities now or hereafter acquired by any Subsidiary the Borrower are uncertificated and are issued to such Subsidiary the Borrower or its nominee directly by the issuer thereof, such Subsidiary the Borrower shall cause the issuer to note on its books the security interest of the Agent in such securities and shall cause the issuer, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with instructions from the Agent as to such securities, without further consent of such Subsidiary the Borrower or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets investment property now or hereafter acquired by any Subsidiary the Borrower are held by such Subsidiary the Borrower or its nominee through a securities intermediary or commodity intermediary, such Subsidiary shall use reasonable efforts to (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly to the Agent and (ii)Borrower shall, at the request of the Agent, use reasonable efforts to cause such securities intermediary or (as the case may be) commodity intermediary, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with entitlement orders or other instructions from the Agent to such securities intermediary as to such securities or other financial assetsinvestment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Agent to such commodity intermediary, without further consent of such Subsidiary the Borrower or such nominee. The Agent agrees with each of the Subsidiaries Borrower that the Agent shall not give any such entitlement orders or instructions or directions to any such issuer issuer, securities intermediary or securities commodity intermediary unless an Event of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)14. (c) To the extent that any Subsidiary the Borrower is a beneficiary under any written letter of credit now or hereafter issued in favor of such Subsidiarythe Borrower, such Subsidiary the Borrower shall deliver such letter of credit to the Agent. The Agent shall from time to time, at the request and expense of such Subsidiarythe Borrower, make such arrangements with such Subsidiary the Borrower as are in the Agent's reasonable judgment necessary and appropriate so that such Subsidiary the Borrower may make any drawing to which such Subsidiary the Borrower is entitled under such letter of credit, without impairment of the Agent's perfected security interest in such Subsidiarythe Borrower's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Agent's request, such Subsidiary the Borrower shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary the Borrower as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Agent and satisfactory to the Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Agent for application as provided in the Credit Agreement.

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries Companies has endorsed, assigned and delivered to the Agent all negotiable or non- non-negotiable instruments, certificated securities and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent may have specified. In the event that any Subsidiary Company shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, certificated securities or chattel paper to be pledged by it hereunder, such Subsidiary Company shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. (b) To the extent that any securities now or hereafter acquired by any Subsidiary Company are uncertificated and are issued to such Subsidiary Company or its nominee directly by the issuer thereof, such Subsidiary Company shall cause the issuer to note on its books the security interest of the Agent in such securities and shall cause the issuer, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with instructions from the Agent as to such securities, without further consent of such Subsidiary Company or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets investment property now or hereafter acquired by any Subsidiary are Company is held by such Subsidiary Company or its nominee through a securities intermediary or commodity intermediary, such Subsidiary shall use reasonable efforts to (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly to the Agent and (ii)Company shall, at the request of the Agent, cause such securities intermediary or (as the case may be) commodity intermediary, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with entitlement orders or other instructions from the Agent to such securities intermediary as to such securities or other financial assetsinvestment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Agent to such commodity intermediary, without further consent of such Subsidiary Company or such nominee. The Agent agrees with each of the Subsidiaries that the Agent shall not give any such entitlement orders or instructions to any such issuer or securities intermediary unless an Event of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)14. (c) To the extent that any Subsidiary Company is a beneficiary under any written letter of credit now or hereafter issued in favor of such SubsidiaryCompany, such Subsidiary Company shall deliver such letter of credit to the Agent. The Agent shall from time to time, at the request and expense of such SubsidiaryCompany, make such arrangements with such Subsidiary Company as are in the Agent's reasonable judgment necessary and appropriate so that such Subsidiary Company may make any drawing to which such Subsidiary Company is entitled under such letter of credit, without impairment of the Agent's perfected security interest in such SubsidiaryCompany's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Agent's request, such Subsidiary any Company shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary Company as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Agent and satisfactory to the Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Agent for application as provided in the Credit AgreementAgent.

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries Guarantor has endorsed, assigned and delivered to the Agent all negotiable or non- non-negotiable instruments, certificated securities instruments and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent may have specified. In the event that any Subsidiary the Guarantor shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, certificated securities instruments or chattel paper to be pledged by it hereunder, such Subsidiary the Guarantor shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. (b) To the extent that any securities now or hereafter acquired by any Subsidiary are uncertificated and are issued to such Subsidiary or its nominee directly by the issuer thereof, such Subsidiary shall cause the issuer to note on its books the security interest of the Agent in such securities and shall cause the issuer, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with instructions from the Agent as to such securities, without further consent of such Subsidiary or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets now or hereafter acquired by any Subsidiary are held by such Subsidiary or its nominee through a securities intermediary, such Subsidiary shall use reasonable efforts to (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly to the Agent and (ii), at the request of the Agent, cause such securities intermediary, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with entitlement orders or other instructions from the Agent as to such securities or other financial assets, without further consent of such Subsidiary or such nominee. The Agent agrees with each of the Subsidiaries that the Agent shall not give any such entitlement orders or instructions to any such issuer or securities intermediary unless an Event of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)14. (c) To the extent that any Subsidiary Guarantor is a beneficiary under any written letter of credit constituting Collateral now or hereafter issued in favor of such Subsidiarythe Guarantor and pledged by it hereunder, such Subsidiary the Guarantor shall deliver such letter of credit to the Agent. The Agent shall from time to time, at the request and expense of such Subsidiarythe Guarantor, make such arrangements with such Subsidiary the Guarantor as are in the Agent's reasonable judgment necessary and appropriate so that such Subsidiary the Guarantor may make any drawing to which such Subsidiary the Guarantor is entitled under such letter of credit, without impairment of the Agent's perfected security interest in such Subsidiarythe Guarantor's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Agent's request, such Subsidiary the Guarantor shall, for any such letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary the Guarantor as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Agent and satisfactory to the Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Agent for application as provided in the Credit Agreement, and the Guarantor shall deliver to the Agent a consent in writing to such assignment from the issuer of such letter of credit.

Delivery of Instruments, etc. (ai) Pursuant to the terms of the Pledge Agreement and hereof, each of the Subsidiaries Grantor has endorsed, assigned and delivered to the Collateral Agent all negotiable or non- non-negotiable instruments, certificated securities and chattel paper pledged by it hereunderhereunder and under the Pledge Agreement, together with instruments of transfer or assignment duly executed in blank as the Collateral Agent may have specified. In the event that any Subsidiary Grantor shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, certificated securities or chattel paper to be pledged by it hereunder, such Subsidiary Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. (bii) To the extent that any securities now or hereafter acquired by any Subsidiary are uncertificated and are issued to such Subsidiary or its nominee directly by the issuer thereof, such Subsidiary shall cause the issuer to note on its books the security interest of the Agent in such securities and shall cause the issuer, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with instructions from the Agent as to such securities, without further consent of such Subsidiary or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets investment property now or hereafter acquired by any Subsidiary Grantor are held by such Subsidiary Grantor or its nominee through a securities intermediary or commodity intermediary, such Subsidiary shall use reasonable efforts to (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly to the Agent and (ii)Grantor shall, at the request of the Collateral Agent, cause such securities intermediary or (as the case may be) commodity intermediary, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such securities or other financial assetsinvestment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, without further consent of such Subsidiary Grantor or such nominee. The Agent agrees with each of the Subsidiaries that the Agent shall not give any such entitlement orders or instructions to any such issuer or securities intermediary unless an Event of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)14. (ciii) To the extent that any Subsidiary Grantor is a beneficiary under any written letter of credit now or hereafter issued in favor of such SubsidiaryGrantor, such Subsidiary Grantor shall deliver such letter of credit to the Collateral Agent. The Collateral Agent shall from time to time, at the request and expense of such SubsidiaryGrantor, make such arrangements with such Subsidiary Grantor as are in the Collateral Agent's reasonable judgment necessary and appropriate so that such Subsidiary Grantor may make any drawing to which such Subsidiary Grantor is entitled under such letter of credit, without impairment of the Collateral Agent's perfected security interest in such SubsidiaryGrantor's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Collateral Agent's request, such Subsidiary each Grantor shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary Grantor as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Collateral Agent and satisfactory to the Collateral Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Collateral Agent for application as provided in the Credit AgreementSection 0 hereof.

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries AmeriKing has endorsed, assigned and delivered to the Agent all negotiable or non- non-negotiable instruments, certificated securities and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent may have specified. In the event that any Subsidiary AmeriKing shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, certificated securities or chattel paper to be pledged by it hereunder, such Subsidiary AmeriKing shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. (b) To the extent that any securities now or hereafter acquired by any Subsidiary AmeriKing are uncertificated and are issued to such Subsidiary AmeriKing or its nominee directly by the issuer thereof, such Subsidiary AmeriKing shall cause the issuer to note on its books the security interest of the Agent in such securities and shall cause the issuer, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with instructions from the Agent as to such securities, without further consent of such Subsidiary AmeriKing or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets investment property now or hereafter acquired by any Subsidiary AmeriKing are held by such Subsidiary AmeriKing or its nominee through a securities intermediary or commodity intermediary, such Subsidiary shall use reasonable efforts to (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly to the Agent and (ii)AmeriKing shall, at the request of the Agent, use reasonable efforts to cause such securities intermediary or (as the case may be) commodity intermediary, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with entitlement orders or other instructions from the Agent to such securities intermediary as to such securities or other financial assetsinvestment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Agent to such commodity intermediary, without further consent of such Subsidiary AmeriKing or such nominee. The Agent agrees with each of the Subsidiaries AmeriKing that the Agent shall not give any such entitlement orders or instructions or directions to any such issuer issuer, securities intermediary or securities commodity intermediary unless an Event of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)14. (c) To the extent that any Subsidiary AmeriKing is a beneficiary under any written letter of credit now or hereafter issued in favor of such SubsidiaryAmeriKing, such Subsidiary AmeriKing shall deliver such letter of credit to the Agent. The Agent shall from time to time, at the request and expense of such SubsidiaryAmeriKing, make such arrangements with such Subsidiary AmeriKing as are in the Agent's reasonable judgment necessary and appropriate so that such Subsidiary AmeriKing may make any drawing to which such Subsidiary AmeriKing is entitled under such letter of credit, without impairment of the Agent's perfected security interest in such SubsidiaryAmeriKing's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Agent's request, such Subsidiary AmeriKing shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary AmeriKing as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Agent and satisfactory to the Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Agent for application as provided in the Credit Agreement.

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries Company has endorsed, assigned and delivered to the Agent all negotiable or non- non-negotiable instruments, certificated securities and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent may have specified. In the event that any Subsidiary the Company shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, certificated securities or chattel paper to be pledged by it hereunder, such Subsidiary the Company shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. (b) To the extent that any securities now or hereafter acquired by any Subsidiary the Company are uncertificated and are issued to such Subsidiary the Company or its nominee directly by the issuer thereof, such Subsidiary the Company shall cause the issuer to note on its books the security interest of the Agent in such securities and shall cause the issuer, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with instructions from the Agent as to such securities, without further consent of such Subsidiary the Company or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets investment property now or hereafter acquired by any Subsidiary the Company are held by such Subsidiary the Company or its nominee through a securities intermediary or commodity intermediary, such Subsidiary shall use reasonable efforts to (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly to the Agent and (ii)Company shall, at the request of the Agent, cause such securities intermediary, or (as the case may be) commodity intermediary, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with entitlement orders or other instructions from the Agent as to such securities or other financial assetsinvestment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Agent to such commodity intermediary, without further consent of such Subsidiary the Company or such nominee. The Agent agrees with each of the Subsidiaries that the Agent shall not give any such entitlement orders or instructions to any such issuer or securities intermediary unless an Event of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)14. (c) To the extent that any Subsidiary the Company is a beneficiary under any written letter of credit now or hereafter issued in favor of such Subsidiarythe Company, such Subsidiary the Company shall deliver such letter of credit to the Agent. The Agent shall from time to time, at the request and expense of such Subsidiarythe Company, make such arrangements with such Subsidiary the Company as are in the Agent's reasonable judgment necessary and appropriate so that such Subsidiary the Company may make any drawing to which such Subsidiary the Company is entitled under such letter of credit, without impairment of the Agent's perfected security interest in such Subsidiarythe Company's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Agent's request, such Subsidiary the Company shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary the Company as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Agent and satisfactory to the Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Agent for application as provided in the Credit Agreement.

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries Assignors has endorsed, assigned and delivered to the Administrative Agent all negotiable or non- negotiable instruments, certificated securities and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Administrative Agent may have specified. In the event that any Subsidiary Assignor shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, certificated securities or chattel paper to be pledged by it hereunder, such Subsidiary Assignor shall forthwith endorse, assign and deliver the same to the Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify. (b) To the extent that any securities now or hereafter acquired by any Subsidiary Assignor are uncertificated and are issued to such Subsidiary Assignor or its nominee directly by the issuer thereof, such Subsidiary Assignor shall cause the issuer to note on its books the security interest of the Administrative Agent in such securities and shall cause the issuer, pursuant to an agreement in form and substance satisfactory to the Administrative Agent, to agree to comply with instructions from the Administrative Agent as to such securities, without further consent of such Subsidiary Assignor or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets now or hereafter acquired by any Subsidiary Assignor are held by such Subsidiary Assignor or its nominee through a securities intermediary, such Subsidiary Assignor shall use reasonable efforts to (i) if necessary to perfect a security interest, cause such securities intermediary to note on its books the security interest of the Administrative Agent in such securities or other financial assets and to confirm such notation promptly to the Administrative Agent and (ii), ) at the request of the Administrative Agent, cause such securities intermediary, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, to agree to comply with entitlement orders or other instructions from the Administrative Agent as to such securities or other financial assets, without further consent of such Subsidiary Assignor or such nominee. The Administrative Agent agrees with each of the Subsidiaries Assignor that the Administrative Agent shall not give any such entitlement orders or instructions to any such issuer or securities intermediary unless an Event of Default has occurred and is continuing and the Administrative Agent has elected to exercise its rights and remedies as contemplated by (S)14Section 14. (c) To the extent that any Subsidiary Assignor is a beneficiary under any written letter of credit now or hereafter issued in favor of such SubsidiaryAssignor, such Subsidiary Assignor shall deliver such letter of credit to the Administrative Agent. The Administrative Agent shall from time to time, at the request and expense of such Subsidiarythe Assignors, make such arrangements with such Subsidiary any Assignor as are in the Administrative Agent's reasonable judgment necessary and appropriate so that such Subsidiary Assignor may make any drawing to which such Subsidiary Assignor is entitled under such letter of credit, without impairment of the Administrative Agent's perfected security interest in such SubsidiaryAssignor's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Administrative Agent's request, such Subsidiary any Assignor shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary Assignor as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Administrative Agent and satisfactory to the Administrative Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Administrative Agent for application as provided in the Credit Agreement.

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries Borrower has endorsed, assigned and delivered to the Agent all negotiable or non- non-negotiable instruments, certificated securities and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent may have specified. In the event that any Subsidiary the Borrower shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, certificated securities or chattel paper to be pledged by it hereunder, such Subsidiary the Borrower shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. (b) To the extent that any securities now or hereafter acquired by any Subsidiary the Borrower are uncertificated and are issued to such Subsidiary the Borrower or its nominee directly by the issuer thereof, such Subsidiary the Borrower shall cause the issuer to note on its books the security interest of the Agent in such securities and shall cause the issuer, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with instructions from the Agent as to such securities, without further consent of such Subsidiary the Borrower or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets now or hereafter acquired by any Subsidiary the Borrower are held by such Subsidiary the Borrower or its nominee through a securities intermediary, such Subsidiary the Borrower shall use reasonable efforts to (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly to the Agent and (ii), at the request of the Agent, cause such securities intermediary, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with entitlement orders or other instructions from the Agent as to such securities or other financial assets, without further consent of such Subsidiary the Borrower or such nominee. The Agent agrees with each of the Subsidiaries Borrower that the Agent shall not give any such entitlement orders or instructions to any such issuer or securities intermediary unless an Event Even of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)14. (c) To the extent that any Subsidiary the Borrower is a beneficiary under any written letter of credit now or hereafter issued in favor of such Subsidiarythe Borrower, such Subsidiary the Borrower shall deliver such letter of credit to the Agent. The Agent shall from time to time, at the request and expense of such Subsidiarythe Borrower, make such arrangements with such Subsidiary the Borrower as are in the Agent's reasonable judgment necessary and appropriate so that such Subsidiary the Borrower may make any drawing to which such Subsidiary the Borrower is entitled under such letter of credit, without impairment of the Agent's perfected security interest in such Subsidiarythe Borrower's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Agent's request, such Subsidiary the Borrower shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary the Borrower as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds formfrom, in favor of the Agent and satisfactory to the Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Agent for application as provided in the Credit Agreement.

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries Borrowers has endorsed, assigned and delivered to the Agent all negotiable or non- non-negotiable instruments, instruments (including certificated securities securities) and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent may have specified. In the event that any Subsidiary of the Borrowers shall, after the date of this Security Agreement, acquire any other negotiable or non-negotiable instruments, instruments (including certificated securities securities) or chattel paper to be pledged by it hereunder, such Subsidiary Borrower shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. The Agent agrees with each of the Borrowers that the Agent shall not take any actions with respect to such instruments and chattel paper unless a Default or an Event of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by ss.15. (b) To the extent that any securities now or hereafter acquired by any Subsidiary of the Borrowers are uncertificated and are issued to such Subsidiary Borrower or its nominee directly by the issuer thereof, such Subsidiary Borrower shall cause the issuer to note on its books the security interest of the Agent in such securities and shall cause the issuer, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with instructions from the Agent as to such securities, without further consent of such Subsidiary Borrower or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets now or hereafter acquired by any Subsidiary of the Borrower are held by such Subsidiary Borrower or its nominee through a securities intermediary, such Subsidiary Company shall use reasonable efforts to (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly to the Agent and (ii), at the request of the Agent, cause such securities intermediary, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with entitlement orders or other instructions from the Agent as to such securities or other financial assets, without further consent of such Subsidiary Borrower or such nominee. The Agent agrees with each of the Subsidiaries Borrowers that the Agent shall not give any such entitlement orders or instructions to any such issuer or securities intermediary unless a Default or an Event of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)14ss.15. (c) To the extent that any Subsidiary is a beneficiary under any written letter of credit now or hereafter issued in favor of such Subsidiary, such Subsidiary shall deliver such letter of credit to the Agent. The Agent shall from time to time, at the request and expense of such Subsidiary, make such arrangements with such Subsidiary as are in the Agent's reasonable judgment necessary and appropriate so that such Subsidiary may make any drawing to which such Subsidiary is entitled under such letter of credit, without impairment of the Agent's perfected security interest in such Subsidiary's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Agent's request, such Subsidiary shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Agent and satisfactory to the Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Agent for application as provided in the Credit Agreement.

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries has Borrowers and Guarantors have endorsed, assigned and delivered to the Agent all negotiable or non- non-negotiable instruments, certificated securities and chattel paper pledged by it them hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent may have specified. In the event that any Subsidiary Borrower or Guarantor shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, certificated securities or chattel paper to be pledged by it hereunder, such Subsidiary Borrower or Guarantor, as the case may be, shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. (b) To the extent that any securities now or hereafter acquired by any Subsidiary Borrower or Guarantor are uncertificated and are issued to such Subsidiary a Borrower or Guarantor or its nominee directly by the issuer thereof, such Subsidiary that Borrower or Guarantor shall cause the issuer to note on its books the security interest of the Agent in such securities and shall cause the issuer, pursuant to an agreement in form and substance reasonably satisfactory to the Agent, to agree to comply with instructions from the Agent as to such securities, without further consent of such Subsidiary Borrower or Guarantor or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets investment property now or hereafter acquired by any Subsidiary Borrower or Guarantor are held by such Subsidiary a Borrower or Guarantor or its nominee through a securities intermediary or commodity intermediary, such Subsidiary shall use reasonable efforts to (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities that Borrower or other financial assets and to confirm such notation promptly to the Agent and (ii)Guarantor shall, at the request of the Agent, cause such securities intermediary or (as the cause may be) commodity intermediary, pursuant to an 132 agreement in form and substance reasonably satisfactory to the Agent, to agree to comply with entitlement orders or other instructions from the Agent to such securities intermediary as to such securities or other financial assetsinvestment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Agent to such commodity intermediary, without further consent of such Subsidiary Borrower or Guarantor or such nominee. The Agent agrees with each of the Subsidiaries that the Agent shall not give any such entitlement orders or instructions to any such issuer or securities intermediary unless an Event of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)14. (c) To the extent that any Subsidiary Borrower or Guarantor is a beneficiary under any written letter of credit now or hereafter issued in favor of such Subsidiarya Borrower or Guarantor, such Subsidiary that Borrower or Guarantor shall deliver such letter of credit to the Agent. The Agent shall from time to time, at the request and expense of such Subsidiarythe Borrowers and Guarantors, make such arrangements with such Subsidiary the Borrowers and Guarantors as are in the Agent's reasonable judgment discretion necessary and appropriate so that such Subsidiary the Borrowers and Guarantors may make any drawing to which such Subsidiary is the Borrowers or Guarantors, as the case may be, are entitled under such letter of credit, without impairment of the Agent's perfected security interest in such Subsidiary's the Borrowers' or Guarantors' rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Agent's request, such Subsidiary the Borrowers and Guarantors shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary a Borrower or Guarantor as beneficiary, execute and deliver delivery to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in the favor of the Agent and satisfactory to the Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Agent for application as provided in the Credit this Agreement.

Delivery of Instruments, etc. (a) Pursuant to the terms hereofhereof each of, each of the Subsidiaries Companies has endorsed, assigned and delivered to the Agent all negotiable or non- non-negotiable instruments, instruments (including certificated securities securities) and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent may have specified. In the event that any Subsidiary of the Companies shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, instruments (including certificated securities securities) or chattel paper to be pledged by it hereunder, such Subsidiary Company shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. (b) . To the extent that any securities now or are uncertificated, appropriate book-entry transfers reflecting the pledge of such securities created hereby have been or, in the case of uncertificated securities hereafter acquired by any Subsidiary are uncertificated and are issued to of the Companies, will at the time of such Subsidiary or its nominee directly by acquisition be, duly made for the issuer thereof, such Subsidiary shall cause the issuer to note on its books the security interest account of the Agent in or one or more nominees of the Agent with the issuer of such securities and shall cause or other appropriate book-entry facility or financial intermediary, with the issuer, pursuant Agent having at all times the right to an agreement obtain definitive certificates (in form and substance satisfactory to the Agent's name or in the name of one or more nominees of the Agent) where the issuer customarily or otherwise issues certificates, all to agree to comply with instructions from be held as Collateral hereunder. Each of the Companies hereby acknowledges that the Agent may, in its discretion, appoint one or more financial institutions to act as to such securities, without further consent of such Subsidiary or such nominee. To the extent that any securities, whether certificated or uncertificated, Agent's agent in holding in custodial account instruments or other financial assets now or hereafter acquired by any Subsidiary are held by such Subsidiary or its nominee through in which the Agent is granted a securities intermediary, such Subsidiary shall use reasonable efforts to (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly to the Agent and (ii)hereunder, at the request of the Agent, cause such securities intermediary, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with entitlement orders or other instructions from the Agent as to such securities or other financial assetsincluding, without further consent limitation, certificates of such Subsidiary or such nominee. The Agent agrees with each of the Subsidiaries that the Agent shall not give any such entitlement orders or instructions to any such issuer or securities intermediary unless an Event of Default has occurred deposit and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)14other instruments evidencing short term obligations. (c) To the extent that any Subsidiary is a beneficiary under any written letter of credit now or hereafter issued in favor of such Subsidiary, such Subsidiary shall deliver such letter of credit to the Agent. The Agent shall from time to time, at the request and expense of such Subsidiary, make such arrangements with such Subsidiary as are in the Agent's reasonable judgment necessary and appropriate so that such Subsidiary may make any drawing to which such Subsidiary is entitled under such letter of credit, without impairment of the Agent's perfected security interest in such Subsidiary's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Agent's request, such Subsidiary shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Agent and satisfactory to the Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Agent for application as provided in the Credit Agreement.

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries Company has endorsed, assigned and delivered to the Agent all negotiable or non- non-negotiable instruments, certificated securities instruments and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent may have specified. In the event that any Subsidiary Company shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, certificated securities instruments or chattel paper to be pledged by it hereunder, such Subsidiary Company shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. (b) To the extent that any securities now or hereafter acquired by any Subsidiary are uncertificated and are issued to such Subsidiary or its nominee directly by the issuer thereof, such Subsidiary shall cause the issuer to note on its books the security interest of the Agent in such securities and shall cause the issuer, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with instructions from the Agent as to such securities, without further consent of such Subsidiary or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets now or hereafter acquired by any Subsidiary are held by such Subsidiary or its nominee through a securities intermediary, such Subsidiary shall use reasonable efforts to (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly to the Agent and (ii), at the request of the Agent, cause such securities intermediary, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with entitlement orders or other instructions from the Agent as to such securities or other financial assets, without further consent of such Subsidiary or such nominee. The Agent agrees with each of the Subsidiaries that the Agent shall not give any such entitlement orders or instructions to any such issuer or securities intermediary unless an Event of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)14. (c) To the extent that any Subsidiary Company is a beneficiary under any written letter of credit constituting Collateral now or hereafter issued in favor of such SubsidiaryCompany and pledged by it hereunder, such Subsidiary Company shall deliver such letter of credit to the Agent. The Agent shall from time to time, at the request and expense of such SubsidiaryCompany, make such arrangements with such Subsidiary Company as are in the Agent's reasonable judgment necessary and appropriate so that such Subsidiary Company may make any drawing to which such Subsidiary Company is entitled under such letter of credit, without impairment of the Agent's perfected security interest in such SubsidiaryCompany's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Agent's request, such Subsidiary Company shall, for any such letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary Company as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Agent and satisfactory to the Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Agent for application as provided in the Credit Agreement.

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries Company has endorsed, assigned and delivered to the Agent all negotiable or non- non-negotiable instruments, certificated securities and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent may have specified. In the event that any Subsidiary the Company shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, certificated securities or chattel paper to be pledged by it hereunder, such Subsidiary the Company shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. (b) To the extent that any securities now or hereafter acquired by any Subsidiary the Company are uncertificated and are issued to such Subsidiary the Company or its nominee directly by the issuer thereof, such Subsidiary the Company shall cause the issuer to note on its books the security interest of the Agent in such securities and shall cause the issuer, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with instructions from the Agent as to such securities, without further consent of such Subsidiary the Company or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets investment property now or hereafter acquired by any Subsidiary are the Company is held by such Subsidiary the Company or its nominee through a securities intermediary or commodity intermediary, such Subsidiary shall use reasonable efforts to (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly to the Agent and (ii)Company shall, at the request of the Agent, cause such securities intermediary or (as the case may be) commodity intermediary, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with entitlement orders or other instructions from the Agent to such securities intermediary as to such securities or other financial assetsinvestment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Agent to such commodity intermediary, without further consent of such Subsidiary the Company or such nominee. The Agent agrees with each of the Subsidiaries Company that the Agent shall not give any such entitlement orders or instructions or directions to any such issuer issuer, securities intermediary or securities commodity intermediary unless an Event of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)14. (c) To the extent that any Subsidiary the Company is a beneficiary under any written letter of credit now or hereafter issued in favor of such Subsidiarythe Company, such Subsidiary the Company shall deliver such letter of credit to the Agent. The Agent shall from time to time, at the request and expense of such Subsidiarythe Company, make such arrangements with such Subsidiary the Company as are in the Agent's reasonable judgment necessary and appropriate so that such Subsidiary the Company may make any drawing to which such Subsidiary the Company is entitled under such letter of credit, without impairment of the Agent's perfected security interest in such Subsidiarythe Company's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Agent's request, such Subsidiary the Company shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary the Company as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Agent and satisfactory to the Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Agent for application as provided in the Credit Agreement.

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries Company has endorsed, assigned and delivered to the Agent all negotiable or non- non-negotiable instruments, instruments (including certificated securities securities) and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent may have specified. In the event that any Subsidiary such Company shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, instruments (including certificated securities securities) or chattel paper to be pledged by it hereunder, such Subsidiary Company shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. (b) To the extent that any securities now or hereafter acquired by any Subsidiary either of the Companies are uncertificated and are issued to such Subsidiary Company or its nominee directly by the issuer thereof, such Subsidiary Company shall cause the issuer to note on its books the security interest of the Agent in such securities and shall cause the issuer, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with instructions from the Agent as to such securities, without further consent of such Subsidiary Company or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets now or hereafter acquired by any Subsidiary Company are held by such Subsidiary Company or its nominee through a securities intermediary, such Subsidiary Company shall use reasonable efforts to (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly to the Agent and (ii), at the request of the Agent, cause such securities intermediary, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with entitlement orders or other instructions from the Agent as to such securities or other financial assets, without further consent of such Subsidiary Company or such nominee. The Agent agrees with each of the Subsidiaries Company that the Agent shall not give any such entitlement orders or instructions to any such issuer or securities intermediary unless an Event of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)14S)13. (c) To the extent that any Subsidiary is a beneficiary under any written letter of credit now or hereafter issued in favor of such Subsidiary, such Subsidiary shall deliver such letter of credit to the Agent. The Agent shall from time to time, at the request and expense of such Subsidiary, make such arrangements with such Subsidiary as are in the Agent's reasonable judgment necessary and appropriate so that such Subsidiary may make any drawing to which such Subsidiary is entitled under such letter of credit, without impairment of the Agent's perfected security interest in such Subsidiary's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Agent's request, such Subsidiary shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Agent and satisfactory to the Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Agent for application as provided in the Credit Agreement.

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries AmeriKing Indiana Holdings has endorsed, assigned and delivered to the Agent all negotiable or non- negotiable instruments, certificated securities and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent may have specified. In the event that any Subsidiary AmeriKing Indiana Holdings shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, certificated securities or chattel paper to be pledged by it hereunder, such Subsidiary AmeriKing Indiana Holdings shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. (b) To the extent that any securities now or hereafter acquired by any Subsidiary AmeriKing Indiana Holdings are uncertificated and are issued to such Subsidiary AmeriKing Indiana Holdings or its nominee directly by the issuer thereof, such Subsidiary AmeriKing Indiana Holdings shall cause the issuer to note on its books the security interest of the Agent in such securities and shall cause the issuer, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with instructions from the Agent as to such securities, without further consent of such Subsidiary AmeriKing Indiana Holdings or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets investment property now or hereafter acquired by any Subsidiary AmeriKing Indiana Holdings are held by such Subsidiary AmeriKing Indiana Holdings or its nominee through a securities intermediary or commodity intermediary, such Subsidiary shall use reasonable efforts to (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly to the Agent and (ii)AmeriKing Indiana Holdings shall, at the request of the Agent, use reasonable efforts to cause such securities intermediary or (as the case may be) commodity intermediary, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with entitlement orders or other instructions from the Agent to such securities intermediary as to such securities or other financial assetsinvestment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Agent to such commodity intermediary, without further consent of such Subsidiary AmeriKing Indiana Holdings or such nominee. The Agent agrees with each of the Subsidiaries AmeriKing Indiana Holdings that the Agent shall not give any such entitlement orders or instructions or directions to any such issuer issuer, securities intermediary or securities commodity intermediary unless an Event of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)14. (c) To the extent that any Subsidiary AmeriKing Indiana Holdings is a beneficiary under any written letter of credit now or hereafter issued in favor of such SubsidiaryAmeriKing Indiana Holdings, such Subsidiary AmeriKing Indiana Holdings shall deliver such letter of credit to the Agent. The Agent shall from time to time, at the request and expense of such SubsidiaryAmeriKing Indiana Holdings, make such arrangements with such Subsidiary AmeriKing Indiana Holdings as are in the Agent's reasonable judgment necessary and appropriate so that such Subsidiary AmeriKing Indiana Holdings may make any drawing to which such Subsidiary AmeriKing Indiana Holdings is entitled under such letter of credit, without impairment of the Agent's perfected security interest in such Subsidiary's AmeriKing Indiana Holdings' rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Agent's request, such Subsidiary AmeriKing Indiana Holdings shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary AmeriKing Indiana Holdings as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Agent and satisfactory to the Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Agent for application as provided in the Credit Agreement.

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries Company has endorsed, assigned and delivered to the Agent all negotiable or non- non-negotiable instrumentsinstruments (including certificated securities), certificated securities and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent may have specified. In the event that any Subsidiary the Company shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instrumentsinstruments (including certificated securities), certificated securities or chattel paper to be pledged by it hereunder, such Subsidiary the Company shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. (b) To the extent that any securities now or hereafter acquired by any Subsidiary the Company are uncertificated and are issued to such Subsidiary the Company or its nominee directly by the issuer thereof, such Subsidiary the Company shall cause the issuer to note on its books the security interest of the Agent in such securities and shall cause the issuer, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with instructions from the Agent as to such securities, without further consent of such Subsidiary the Company or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets now or hereafter acquired by any Subsidiary the Company are held by such Subsidiary the Company or its nominee through a securities intermediary, such Subsidiary the Company shall use reasonable efforts to (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly to the Agent and (ii), ) at the request of the Agent, cause such securities intermediary, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with entitlement orders or other instructions from the Agent as to such securities or other financial assets, without further consent of such Subsidiary the Company or such nominee. The Agent agrees with each of the Subsidiaries that the Agent shall not give any such entitlement orders or instructions to any such issuer or securities intermediary unless an Event of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)14. (c) To the extent that any Subsidiary is a beneficiary under any written letter of credit now or hereafter issued in favor of such Subsidiary, such Subsidiary shall deliver such letter of credit to the Agent. The Agent shall from time to time, at the request and expense of such Subsidiary, make such arrangements with such Subsidiary as are in the Agent's reasonable judgment necessary and appropriate so that such Subsidiary may make any drawing to which such Subsidiary is entitled under such letter of credit, without impairment of the Agent's perfected security interest in such Subsidiary's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Agent's request, such Subsidiary shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Agent and satisfactory to the Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Agent for application as provided in the Credit Agreement.

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries Company has endorsed, collaterally assigned and delivered to the Agent Bank all negotiable or non- non-negotiable instruments, instruments (including certificated securities securities) and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent Bank may have specified. In the event that any Subsidiary the Company shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, instruments (including certificated securities securities) or chattel paper to be pledged by it hereunder, such Subsidiary the Company shall forthwith endorse, collaterally assign and deliver the same to the AgentBank, accompanied by such instruments instrument's of transfer or assignment duly executed in blank as the Agent Bank may from time to time specify. (b) To the extent that any securities now or hereafter acquired by any Subsidiary the Company are uncertificated and are issued to such Subsidiary the Company or its nominee directly by the issuer thereof, such Subsidiary the Company shall cause the issuer to note on its books the security interest of the Agent Bank in such securities and shall cause the issuer, pursuant to an agreement in form and substance satisfactory to the AgentBank, to agree to comply with instructions from the Agent Bank as to such securities, without further consent of such Subsidiary the Company or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets now or hereafter acquired by any Subsidiary the Company are held by such Subsidiary the Company or its nominee through a securities intermediary, such Subsidiary the Company shall use reasonable efforts to (i) cause such securities intermediary to note on its books the security interest of the Agent Bank in such securities or other financial assets and to confirm such notation promptly to the Agent Bank and (ii), at the request of the AgentBank, cause such securities intermediary, pursuant to an agreement in form and substance satisfactory to the AgentBank, to agree to comply with entitlement orders or other instructions from the Agent Bank as to such securities or other financial assets, without further consent of such Subsidiary the Company or such nominee. The Agent agrees with each of the Subsidiaries that the Agent shall not give any such entitlement orders or instructions to any such issuer or securities intermediary unless an Event of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)14. (c) To the extent that any Subsidiary is a beneficiary under any written letter of credit now or hereafter issued in favor of such Subsidiary, such Subsidiary shall deliver such letter of credit to the Agent. The Agent shall from time to time, at the request and expense of such Subsidiary, make such arrangements with such Subsidiary as are in the Agent's reasonable judgment necessary and appropriate so that such Subsidiary may make any drawing to which such Subsidiary is entitled under such letter of credit, without impairment of the Agent's perfected security interest in such Subsidiary's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Agent's request, such Subsidiary shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Agent and satisfactory to the Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Agent for application as provided in the Credit Agreement.

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries Companies has endorsed, assigned and delivered to the Agent all negotiable or non- non-negotiable instruments, instruments (including certificated securities securities) and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent may have specified. In the event that any Subsidiary of the Companies shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, instruments (including certificated securities securities) or chattel paper to be pledged by it hereunder, such Subsidiary Company shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments instrument's of transfer or assignment duly executed in blank as the Agent may from time to time specify. (b) . To the extent that any securities now or are uncertificated, appropriate book-entry transfers reflecting the pledge of such securities created hereby have been or, in the case of uncertificated securities hereafter acquired by any Subsidiary are uncertificated and are issued to of the Companies, will at the time of such Subsidiary or its nominee directly by acquisition be, duly made for the issuer thereof, such Subsidiary shall cause the issuer to note on its books the security interest account of the Agent in or one or more nominees of the Agent with the issuer of such securities and shall cause or other appropriate book-entry facility or financial intermediary, with the issuer, pursuant Bank having at all times the right to an agreement obtain definitive certificates (in form and substance satisfactory to the Agent's name or in the name of one or more nominees of the Agent) where the issuer customarily or otherwise issues certificates, all to agree to comply with instructions from be held as Collateral hereunder. Each of the Companies hereby acknowledges that the Agent may, in its discretion, appoint one or more financial institutions to act as to such securities, without further consent of such Subsidiary or such nominee. To the extent that any securities, whether certificated or uncertificated, Agent's agent in holding in custodial account instruments or other financial assets now or hereafter acquired by any Subsidiary are held by such Subsidiary or its nominee through in which the Agent is granted a securities intermediary, such Subsidiary shall use reasonable efforts to (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly to the Agent and (ii)hereunder, at the request of the Agent, cause such securities intermediary, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with entitlement orders or other instructions from the Agent as to such securities or other financial assetsincluding, without further consent limitation, certificates of such Subsidiary or such nominee. The Agent agrees with each of the Subsidiaries that the Agent shall not give any such entitlement orders or instructions to any such issuer or securities intermediary unless an Event of Default has occurred deposit and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)14other instruments evidencing short term obligations. (c) To the extent that any Subsidiary is a beneficiary under any written letter of credit now or hereafter issued in favor of such Subsidiary, such Subsidiary shall deliver such letter of credit to the Agent. The Agent shall from time to time, at the request and expense of such Subsidiary, make such arrangements with such Subsidiary as are in the Agent's reasonable judgment necessary and appropriate so that such Subsidiary may make any drawing to which such Subsidiary is entitled under such letter of credit, without impairment of the Agent's perfected security interest in such Subsidiary's rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Agent's request, such Subsidiary shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Agent and satisfactory to the Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Agent for application as provided in the Credit Agreement.

Delivery of Instruments, etc. (a) Pursuant to the terms hereof, each of the Subsidiaries Holdings has endorsed, assigned and delivered to the Agent all negotiable or non- non-negotiable instruments, certificated securities and chattel paper pledged by it hereunder, together with instruments of transfer or assignment duly executed in blank as the Agent may have specified. In the event that any Subsidiary Holdings shall, after the date of this Agreement, acquire any other negotiable or non-negotiable instruments, certificated securities or chattel paper to be pledged by it hereunder, such Subsidiary Holdings shall forthwith endorse, assign and deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. (b) To the extent that any securities now or hereafter acquired by any Subsidiary Holdings are uncertificated and are issued to such Subsidiary Holdings or its nominee directly by the issuer thereof, such Subsidiary Holdings shall cause the issuer to note on its books the security interest of the Agent in such securities and shall cause the issuer, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with instructions from the Agent as to such securities, without further consent of such Subsidiary Holdings or such nominee. To the extent that any securities, whether certificated or uncertificated, or other financial assets investment property now or hereafter acquired by any Subsidiary Holdings are held by such Subsidiary Holdings or its nominee through a securities intermediary or commodity intermediary, such Subsidiary shall use reasonable efforts to (i) cause such securities intermediary to note on its books the security interest of the Agent in such securities or other financial assets and to confirm such notation promptly to the Agent and (ii)Holdings shall, at the request of the Agent, use reasonable efforts to cause such securities intermediary or (as the case may be) commodity intermediary, pursuant to an agreement in form and substance satisfactory to the Agent, to agree to comply with entitlement orders or other instructions from the Agent to such securities intermediary as to such securities or other financial assetsinvestment property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Agent to such commodity intermediary, without further consent of such Subsidiary Holdings or such nominee. The Agent agrees with each of the Subsidiaries Holdings that the Agent shall not give any such entitlement orders or instructions or directions to any such issuer issuer, securities intermediary or securities commodity intermediary unless an Event of Default has occurred and is continuing and the Agent has elected to exercise its rights and remedies as contemplated by (S)14. (c) To the extent that any Subsidiary Holdings is a beneficiary under any written letter of credit now or hereafter issued in favor of such SubsidiaryHoldings, such Subsidiary Holdings shall deliver such letter of credit to the Agent. The Agent shall from time to time, at the request and expense of such SubsidiaryHoldings, make such arrangements with such Subsidiary Holdings as are in the Agent's reasonable judgment necessary and appropriate so that such Subsidiary Holdings may make any drawing to which such Subsidiary Holdings is entitled under such letter of credit, without impairment of the Agent's perfected security interest in such Subsidiary's Holdings' rights to proceeds of such letter of credit or in the actual proceeds of such drawing. At the Agent's request, such Subsidiary Holdings shall, for any letter of credit, whether or not written, now or hereafter issued in favor of such Subsidiary Holdings as beneficiary, execute and deliver to the issuer and any confirmer of such letter of credit an assignment of proceeds form, in favor of the Agent and satisfactory to the Agent and such issuer or (as the case may be) such confirmer, requiring the proceeds of any drawing under such letter of credit to be paid directly to the Agent for application as provided in the Credit Agreement.