Common use of Delivery of Possessory Collateral Clause in Contracts

Delivery of Possessory Collateral. (a) The Pledgor has delivered to (i) before the Discharge of First Lien Obligations, the First Lien Agent and (ii) thereafter, the ABL Loan Collateral Agent (or as directed by such agent) the originals of all Possessory Collateral (including all original certificates and instruments evidencing or representing the Pledged Securities) existing on the date of this Agreement. (b) The Pledgor must deliver to (i) before the Discharge of First Lien Obligations, the First Lien Agent and (ii) thereafter, the ABL Loan Collateral Agent (or as directed by such agent), promptly upon but in any case within two (2) Business Days after receipt, originals of any other Possessory Collateral (including Pledged Securities) arising or acquired by the Pledgor after the date of this Agreement. (c) All Possessory Collateral (including the Pledged Securities) delivered under this Agreement will be either: (i) duly endorsed and in suitable form for transfer by delivery; or (ii) accompanied by undated instruments of transfer endorsed in blank, and in form and substance satisfactory to (i) before the Discharge of First Lien Obligations, the First Lien Agent and (ii) thereafter, the ABL Loan Collateral Agent. (d) Until the Discharge of First Lien Obligations, the First Lien Agent and thereafter until the Discharge of Second Lien Obligations, the ABL Loan Collateral Agent will hold (directly or through an agent) the Pledged Securities, all other Possessory Collateral and related instruments of transfer delivered to it. At any time and from time to time, such agent will have the right to exchange certificates or instruments evidencing or representing the Possessory Collateral for certificates or instruments of smaller or larger denominations. (e) The Pledgor authorizes the ABL Loan Collateral Agent at any time and from time to time to communicate with the Company with regard to any matter relating to the Pledged Securities or any other Collateral. (f) Notwithstanding anything to the contrary set forth herein, before the Discharge of First Lien Obligations, to the extent the Pledgor is required under this Agreement to deliver any Possessory Collateral, including the Pledged Securities, to the ABL Loan Collateral Agent and is required to deliver such Possessory Collateral to the First Lien Agent in accordance with the terms of the First Lien Documents, the Pledgor’s obligations under this Agreement with respect to such delivery will be deemed satisfied by the delivery to the First Lien Agent, acting as a gratuitous bailee for the Second Lien Secured Parties, pursuant to the terms of the Intercreditor Agreement.

Delivery of Possessory Collateral. (a) The Pledgor has Grantors have delivered to (i) before the Discharge of First Lien Obligations, the First Lien Agent and (ii) thereafter, the ABL Loan Inventory Collateral Agent (or as directed by such agent) the originals of all Possessory Collateral (including all original certificates and instruments evidencing or representing the Pledged Securities) existing on the date of this Agreement. (b) The Pledgor Grantors must deliver to (i) before the Discharge of First Lien Obligations, the First Lien Agent and (ii) thereafter, the ABL Loan Inventory Collateral Agent (or as directed by such agent), promptly upon but and in any case within two (2) Business Days after receipt, originals of any other Possessory Collateral (including Pledged Securities) arising or acquired by the Pledgor any Grantor after the date of this Agreement. (c) All Possessory Collateral (including the Pledged Securities) delivered under this Agreement will be either: (i) duly endorsed and in suitable form for transfer by delivery; or (ii) accompanied by undated instruments of transfer endorsed in blank, and in form and substance satisfactory to (i) before the Discharge of First Lien Obligations, the First Lien Agent and (ii) thereafter, the ABL Loan Inventory Collateral Agent. (d) Until the Discharge of First Lien Obligations, the First Lien Agent and thereafter until the Discharge of Second Lien Obligations, the ABL Loan Inventory Collateral Agent will hold (directly or through an agent) the Pledged Securities, all other Possessory Collateral and related instruments of transfer delivered to it. At any time and from time to time, such agent will have the right to exchange certificates or instruments evidencing or representing the Possessory Collateral for certificates or instruments of smaller or larger denominations. (e) The Pledgor authorizes the ABL Loan Collateral Agent at any time and from time to time to communicate with the Company with regard to any matter relating to the Pledged Securities or any other Collateral[Reserved]. (f) Notwithstanding anything to the contrary set forth herein, before the Discharge of First Lien Obligations, to the extent the Pledgor any Grantor is required under this Agreement to deliver any Possessory Collateral, including the Pledged Securities, Collateral to the ABL Loan Inventory Collateral Agent and is required to deliver such Possessory Collateral to the First Lien Agent in accordance with the terms of the ABL First Lien DocumentsSecurity Agreement, the Pledgorsuch Grantor’s obligations under this Agreement with respect to such delivery will be deemed satisfied by the delivery to the First Lien Agent, acting as a gratuitous bailee for the Second Lien Secured Parties, pursuant to the terms of the Intercreditor Agreement.

Delivery of Possessory Collateral. (a) The Pledgor has Grantors have delivered to (i) before the Discharge of First Lien Obligations, the First Lien Agent and (ii) thereafter, the ABL Loan Collateral Agent (or as directed by such agent) the originals of all Possessory Collateral (including all original certificates and instruments evidencing or representing the Pledged SecuritiesCapital Stock) existing on the date of this Agreement. (b) The Pledgor Grantors must deliver to (i) before the Discharge of First Lien Obligations, the First Lien Agent and (ii) thereafter, the ABL Loan Collateral Agent (or as directed by such agent), promptly upon but and in any case within two (2) Business Days after receipt, originals of any other Possessory Collateral (including Pledged SecuritiesCapital Stock) arising or acquired by the Pledgor any Grantor after the date of this Agreement. (c) All Possessory Collateral (including the Pledged Securities) delivered under this Agreement will be either: (i) duly endorsed and in suitable form for transfer by delivery; or (ii) accompanied by undated instruments of transfer endorsed in blank, and in form and substance satisfactory to (i) before the Discharge of First Lien Obligations, the First Lien Agent and (ii) thereafter, the ABL Loan Collateral Agent. (d) Until the Discharge of First Lien Obligations, the First Lien Agent and thereafter until the Discharge of Second Lien Obligations, the ABL Loan Collateral Agent will hold (directly or through an agent) the Pledged Securities, all other Possessory Collateral and related instruments of transfer delivered to it. At any time and from time to time, such agent will have the right to exchange certificates or instruments evidencing or representing the Possessory Collateral Pledged Capital Stock for certificates or instruments of smaller or larger denominations. (e) The Pledgor Each Grantor authorizes the ABL Loan Collateral Agent at any time and from time to time to communicate with the Company any issuer of Equity Interests with regard to any matter relating to the Pledged Securities or any other CollateralCapital Stock. (f) Notwithstanding anything to the contrary set forth herein, before the Discharge of First Lien Obligations, to the extent the Pledgor any Grantor is required under this Agreement to deliver any Possessory Collateral, including the Pledged Securities, Collateral to the ABL Loan Collateral Agent and is required to deliver such Possessory Collateral to the First Lien Agent in accordance with the terms of the First Lien Documents, the Pledgorsuch Grantor’s obligations under this Agreement with respect to such delivery will be deemed satisfied by the delivery to the First Lien Agent, acting as a gratuitous bailee for the Second Lien Secured Parties, pursuant to the terms of the Intercreditor Agreement.

Delivery of Possessory Collateral. (a) The Pledgor has delivered to (i) before the Discharge of First Lien Obligations, the First Lien Agent and (ii) thereafter, the ABL Loan Inventory Collateral Agent (or as directed by such agent) the originals of all Possessory Collateral (including all original certificates and instruments evidencing or representing the Pledged Securities) existing on the date of this Agreement. (b) The Pledgor must deliver to (i) before the Discharge of First Lien Obligations, the First Lien Agent and (ii) thereafter, the ABL Loan Inventory Collateral Agent (or as directed by such agent), promptly upon but in any case within two (2) Business Days after receipt, originals of any other Possessory Collateral (including Pledged Securities) arising or acquired by the Pledgor after the date of this Agreement. (c) All Possessory Collateral (including the Pledged Securities) delivered under this Agreement will be either: (i) duly endorsed and in suitable form for transfer by delivery; or (ii) accompanied by undated instruments of transfer endorsed in blank, and in form and substance satisfactory to (i) before the Discharge of First Lien Obligations, the First Lien Agent and (ii) thereafter, the ABL Loan Inventory Collateral Agent. (d) Until the Discharge of First Lien Obligations, the First Lien Agent and thereafter until the Discharge of Second Lien Obligations, the ABL Loan Inventory Collateral Agent will hold (directly or through an agent) the Pledged Securities, all other Possessory Collateral and related instruments of transfer delivered to it. At any time and from time to time, such agent will have the right to exchange certificates or instruments evidencing or representing the Possessory Collateral for certificates or instruments of smaller or larger denominations. (e) The Pledgor authorizes the ABL Loan Inventory Collateral Agent at any time and from time to time to communicate with the Company with regard to any matter relating to the Pledged Securities or any other Collateral. (f) Notwithstanding anything to the contrary set forth herein, before the Discharge of First Lien Obligations, to the extent the Pledgor is required under this Agreement to deliver any Possessory Collateral, including the Pledged Securities, to the ABL Loan Collateral Agent and is required to deliver such Possessory Collateral to the First Lien Agent in accordance with the terms of the First Lien Documents, the Pledgor’s obligations under this Agreement with respect to such delivery will be deemed satisfied by the delivery to the First Lien Agent, acting as a gratuitous bailee for the Second Lien Secured Parties, pursuant to the terms of the Intercreditor Agreement[Reserved.]

Delivery of Possessory Collateral. (a) The Pledgor has Grantors have delivered to (i) before the Discharge of First Lien Obligations, the First Lien Agent and (ii) thereafter, the ABL Loan Inventory Collateral Agent (or as directed by such agent) the originals of all Possessory Collateral (including all original certificates and instruments evidencing or representing the Pledged SecuritiesCapital Stock) existing on the date of this Agreement. (b) The Pledgor Grantors must deliver to (i) before the Discharge of First Lien Obligations, the First Lien Agent and (ii) thereafter, the ABL Loan Inventory Collateral Agent (or as directed by such agent), promptly upon but and in any case within two (2) Business Days after receipt, originals of any other Possessory Collateral (including Pledged SecuritiesCapital Stock) arising or acquired by the Pledgor any Grantor after the date of this Agreement. (c) All Possessory Collateral (including the Pledged Securities) delivered under this Agreement will be either: (i) duly endorsed and in suitable form for transfer by delivery; or (ii) accompanied by undated instruments of transfer endorsed in blank, and in form and substance satisfactory to (i) before the Discharge of First Lien Obligations, the First Lien Agent and (ii) thereafter, the ABL Loan Inventory Collateral Agent. (d) Until the Discharge of First Lien Obligations, the First Lien Agent and thereafter until the Discharge of Second Lien Obligations, the ABL Loan Inventory Collateral Agent will hold (directly or through an agent) the Pledged Securities, all other Possessory Collateral and related instruments of transfer delivered to it. At any time and from time to time, such agent will have the right to exchange certificates or instruments evidencing or representing the Possessory Collateral Pledged Capital Stock for certificates or instruments of smaller or larger denominations. (e) The Pledgor Each Grantor authorizes the ABL Loan Inventory Collateral Agent at any time and from time to time to communicate with the Company any issuer of Equity Interests with regard to any matter relating to the Pledged Securities or any other CollateralCapital Stock. (f) Notwithstanding anything to the contrary set forth herein, before the Discharge of First Lien Obligations, to the extent the Pledgor is required under this Agreement to deliver any Possessory Collateral, including the Pledged Securities, to the ABL Loan Collateral Agent and is required to deliver such Possessory Collateral to the First Lien Agent in accordance with the terms of the First Lien Documents, the Pledgor’s obligations under this Agreement with respect to such delivery will be deemed satisfied by the delivery to the First Lien Agent, acting as a gratuitous bailee for the Second Lien Secured Parties, pursuant to the terms of the Intercreditor Agreement[Reserved.]