Common use of Guarantor Collateral Clause in Contracts

Guarantor Collateral. 3.1 The Guarantor, at its own expense, will execute or cause to be executed all such documents, and will do or cause to be done all such things, which are reasonably requested by MLI (1) to enable MLI to enjoy, exercise or enforce its rights as a secured party under this Guarantee and (2) to evidence, and to establish and maintain the perfection and first priority of, MLI's security interest in the Guarantor Pledged Securities and the Guarantor Collateral Account (and the monies for the time being standing to the credit thereof and the debt represented thereby) and the perfection of MLI's security interest in the other property hereby pledged or charged. Without limiting the generality of the foregoing, the Guarantor, at its own expense, will execute and give or file, or both, all notices and documents (including, but not limited to, notice of the security created by or pursuant to this Guarantee) in such manner, to such persons and at such places as may be reasonably requested by MLI to establish and maintain the perfection and, as appropriate, first priority of MLI's said security interest. The Guarantor irrevocably and by way of security authorises MLI, if the Guarantor does not do so, to take any step contemplated by this Clause 3.1 (but MLI shall have no obligation to do so). 3.2 Except as otherwise agreed by the Guarantor and MLI, MLI shall at all times while any Guarantor Collateral remains credited to the Guarantor Collateral Account use reasonable care in connection therewith but shall not thereby be responsible for the value of the Guarantor Collateral or the other property hereby pledged or charged or, except to the extent otherwise specifically agreed, for the collection or payment of any dividends, distributions, interest or other receipts in respect of Guarantor Pledged Securities or other property hereby pledged or charged nor to ensure the taking up of any securities, rights, monies or other property distributed, paid, accruing or offered at any time on, to, in respect of or in substitution for any of the Guarantor Collateral or other property hereby pledged or charged. 3.3 [Intentionally omitted.] 3.4 Until such time as an Event of Default as set out in Clause 10 of the Facility Agreement (each an "Event of Default") occurs, and without prejudice to any other requirements of MLI, the Guarantor may at any time request MLI to release and reconvey to the Guarantor (or as it may direct) the BDN Collateral Securities (as defined in the Letter) upon a reduction of the Total Amount Available (as defined in the Letter) by $25,000,000, and MLI will give effect to such request. Upon release of the BDN Collateral Securities, the Maintenance Margin (as defined in the Letter) shall be reset to 85%.

Guarantor Collateral. 3.1 The Guarantor, at its own expense, will execute or cause to be executed all such documents, and will do or cause to be done all such things, which are reasonably requested by MLI (1) to enable MLI to enjoy, exercise or enforce its rights as a secured party under this Guarantee and (2) to evidence, and to establish and maintain the perfection and first priority of, MLI's security interest in the Guarantor Pledged Charged Securities and the Guarantor Collateral Account (and the monies for the time being standing to the credit thereof and the debt represented thereby) and the perfection of MLI's security interest in the other property hereby pledged or charged. Without limiting the generality of the foregoing, the Guarantor, at its own expense, will execute and give or file, or both, all notices and documents (including, but not limited to, notice of the security created by or pursuant to this Guarantee) in such manner, to such persons and at such places as may be reasonably requested by MLI to establish estab lish and maintain the perfection and, as appropriate, first priority of MLI's said security interest. The Guarantor irrevocably and by way of security authorises MLI, if the Guarantor does not do so, to take any step contemplated by this Clause 3.1 (but MLI shall have no obligation to do so). 3.2 Except as otherwise agreed by the Guarantor and MLI, MLI shall at all times while any Guarantor Collateral remains credited to the Guarantor Collateral Account use reasonable care in connection therewith but shall not thereby be responsible for the value of the Guarantor Collateral or the other property hereby pledged or charged or, except to the extent otherwise specifically agreed, for the collection or payment of any dividends, distributions, interest or other receipts in respect of Guarantor Pledged Charged Securities or other property hereby pledged or charged nor to ensure the taking up of any securities, rights, monies or other property distributed, paid, accruing or offered at any time on, to, in respect of or in substitution for any of the Guarantor Collateral or other property hereby pledged or charged. 3.3 [Intentionally omittedThe Guarantor hereby agrees that it will, immediately upon MLI at any time making a request or delivering to the Guarantor (whether under this Guaran tee or in its capacity as Custodian under this Guarantee or under the Custo xxxx Agreement) a statement reflecting a shortfall in the margin referred to below, deposit additional Securities acceptable to MLI and/or monies with MLI for the credit of the Guarantor Collateral Account as MLI may require in order to ensure that the aggregate of the market value of the Guarantor Charged Securities, the monies standing to the credit of the Guarantor Collat eral Account and any other Securities and monies (whether provided by the Customer or any other person) will at all times exceed by a margin satisfactory to MLI the Guaranteed Liabilities (all as determined by MLI).] 3.4 Until such time as an Event of Default as set out in Clause 10 of the Facility Agreement (each an "Event of Default") occurs, and without prejudice to any other requirements of MLI, the Guarantor may at any time request MLI to release and reconvey to the Guarantor (or as it may direct) Guarantor Charged Securities and/or monies standing to the BDN Collateral Securities (as defined in the Letter) upon a reduction credit of the Total Amount Available Guarantor Collateral Account and, provided that the market value of the Guarantor Charged Securities, the monies standing to the credit of the Guarantor Collat eral Account and any other Securities and monies (whether provided by the Customer or any other person) securing the Guaranteed Liabilities to MLI's satisfaction (all as defined in determined by MLI) would after any such release or reconveyance exceed the Letter) Guaranteed Liabilities by $25,000,000a margin satisfactory to MLI, and MLI will give effect to such request. Upon release of the BDN Collateral Securities, the Maintenance Margin (as defined in the Letter) shall be reset to 85%.

Guarantor Collateral. 3.1 The Guarantor Collateral shall consist of all right, title and interest of Guarantor in and to the following: (a) All shares of capital stock of each now existing and hereafter formed or acquired direct Subsidiary of Guarantor, now owned and hereafter acquired by Guarantor, together with all new, substituted and additional securities at any time issued with respect thereto (collectively and severally, the “Pledged Shares”, with all the Pledged Shares in existence as of the date hereof being listed and described on Schedule 1 hereto) and all voting or other rights now or hereafter exercisable and all cash and noncash dividends and all other property now or hereafter receivable with respect to any of the foregoing; provided, however, that with respect to each such Subsidiary of Guarantor which is a Foreign Subsidiary, the Pledged Shares shall include shares which constitute only sixty-five percent (65%) of the voting capital stock of such Subsidiary; (b) All now existing and hereafter arising rights of the holder of Pledged Shares with respect thereto, including, without limitation, all voting rights and all rights to cash and noncash dividends and other distributions on account thereof; (c) All of Guarantor’s right, title and interest in and to (but not Guarantor’s obligations under) all now existing and hereafter arising contracts and agreements to which Guarantor is party (with any contracts or agreements to which Guarantor is party in effect as of the date hereof requiring Guarantor or any of its own expenseAffiliates to make payments in excess of $50,000.00 in any calendar year listed on Schedule 2 hereto), will execute in each case as such agreements may be amended, supplemented or cause otherwise modified from time to be executed all time (such documentsagreements, as so amended, supplemented or modified, individually, an “Assigned Agreement”, and will do collectively, the “Assigned Agreements”), including, without limitation, all rights of Guarantor to receive moneys due and to become due under or cause pursuant to be done the Assigned Agreements, all such thingsrights of Guarantor to receive proceeds of any insurance, which are reasonably requested by MLI (1) indemnity, warranty or guaranty with respect to enable MLI to enjoythe Assigned Agreements, exercise all claims of Guarantor for damages arising out of or enforce its rights as a secured party for breach of or default under this Guarantee and (2) to evidencethe Assigned Agreements, and all rights of Guarantor to establish terminate, amend, supplement or modify the Assigned Agreements, to perform thereunder and maintain to compel performance and otherwise exercise all remedies thereunder; provided, however, that with respect to any such contract or agreement where the perfection and first priority of, MLI's grant of a security interest in Guarantor’s right, title and interest therein is prohibited by the terms thereof, or would give any other party the right to terminate its obligations thereunder, or is not permitted because any necessary consent to such grant has not been obtained, the Collateral shall include only the rights of Guarantor Pledged Securities to receive moneys due and to become due, if any, under or pursuant to such contract or agreement; (d) All now existing and hereafter arising accounts, chattel paper, documents, instruments, letter of credit rights, commercial tort claims, and general intangibles (as those terms are defined in the California Uniform Commercial Code as in effect from time to time) of Guarantor, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights of Guarantor Collateral Account now or hereafter arising in and to all security agreements, guaranties, leases and other contracts securing or otherwise relating to any such accounts, chattel paper, documents, instruments, letter of credit rights, commercial tort claims, and general intangibles, including each note receivable referred to in Schedule 3 attached hereto (any and all such accounts, chattel paper, documents, instruments, letter of credit rights, commercial tort claims, and general intangibles being the monies “Receivables”, and any and all such security agreements, guaranties, leases and other contracts being the “Related Contracts”); (e) All inventory of Guarantor, now owned and hereafter acquired, wherever located, including, without limitation, all merchandise, goods and other personal property which are held for the time being standing sale or lease or leased by Guarantor or to the credit be furnished under a contract of service, all raw materials, work in process, materials used or consumed in Guarantor’s business and finished goods, all goods in which Guarantor has an interest in mass or a joint or other interest or gifts of any kind (including goods in which Guarantor has an interest or right as consignee), and all goods which are returned to or repossessed by Guarantor, together with all additions and accessions thereto and replacements therefor and products thereof and documents therefor (any and all of the debt represented therebyforegoing being the “Inventory”); (f) All equipment of Guarantor, now owned and hereafter acquired, wherever located, and all parts thereof and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor, including, without limitation, all machinery, tools, dies, blueprints, catalogues, computer hardware and software, furniture, furnishings and fixtures (any and all of the perfection foregoing being the “Equipment”); (g) All now existing and hereafter acquired Intellectual Property Collateral owned by Guarantor or used in Guarantor’s business; provided, however, that with respect to any Intellectual Property Collateral where the grant of MLI's a security interest in Guarantor’s right, title and interest therein is prohibited by the terms thereof, or would give any other property hereby pledged party the right to terminate its obligations thereunder, or charged. Without limiting the generality of the foregoingis not permitted because any necessary consent to such grant has not been obtained, the GuarantorCollateral shall include only the rights of Guarantor to receive moneys due and to become due, at its own expenseif any, will execute and give or file, or both, all notices and documents (including, but not limited to, notice of the security created by under or pursuant to this Guaranteesuch Intellectual Property Collateral; (h) All deposit accounts, now existing and hereafter arising or established, maintained in such mannerGuarantor’s name with any financial institution, to such persons including, without limitation, those accounts described more particularly on Schedule 4 attached hereto, and at such places as may be reasonably requested by MLI to establish any and maintain the perfection and, as appropriate, first priority of MLI's said security interest. The Guarantor irrevocably and by way of security authorises MLI, if the Guarantor does not do so, to take any step contemplated by this Clause 3.1 (but MLI shall have no obligation to do so). 3.2 Except as otherwise agreed by the Guarantor and MLI, MLI shall at all times while any Guarantor Collateral remains credited to the Guarantor Collateral Account use reasonable care in connection therewith but shall not thereby be responsible for the value of the Guarantor Collateral or the other property hereby pledged or charged or, except to the extent otherwise specifically agreed, for the collection or payment of any dividends, distributions, interest or other receipts in respect of Guarantor Pledged Securities or other property hereby pledged or charged nor to ensure the taking up of any securities, rights, monies or other property distributed, paid, accruing or offered funds at any time onheld therein and all certificates and instruments, toif any, from time to time representing, evidencing or deposited into such accounts, and all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in substitution exchange for any or all of the foregoing; (i) All now existing and hereafter acquired books, records, writings, data bases, information and other property relating to, used or useful in connection with, embodying, incorporating or referring to, any of the foregoing Guarantor Collateral or Collateral; (j) All other property hereby of Guarantor (other than any capital stock of any Foreign Subsidiary not pledged under Paragraph 3(a) above) now or charged. 3.3 [Intentionally omitted.] 3.4 Until such time as an Event of Default as set out hereafter in Clause 10 the possession, custody or control of the Facility Agreement (each an "Event of Default") occursAdministrative Agent, and without prejudice all property of Guarantor (other than any capital stock of any Foreign Subsidiary not pledged under Paragraph 3(a) above) in which the Administrative Agent now has or hereafter acquires a security interest; (k) All now existing and hereafter acquired cash and cash equivalents held by Guarantor not otherwise included in the foregoing Collateral; and (l) All products and proceeds of the foregoing Guarantor Collateral. For purposes of this Guarantor Security Agreement, the term “proceeds” shall have the meaning provided in the California Uniform Commercial Code as in effect from time to time, and also includes any voluntary or involuntary disposition, and all rights to payment, including return premiums, with respect to any other requirements of MLIinsurance. Notwithstanding the foregoing, the Guarantor may at Collateral shall not include the leasehold interest in any time request MLI to release and reconvey equipment, nor any equipment acquired under purchase money financing permitted under the Credit Agreement, if the granting of a security interest therein would violate the terms of the lease or financing documents. Notwithstanding the foregoing, to the extent that granting the security interest contemplated hereby in any rights, property or assets of Guarantor (that are subject to Liens permitted by the Credit Agreement or the other Loan Documents would violate or result in a breach by Guarantor under, or confer upon any other party the right to terminate, the documents, instruments or agreements governing such Liens, so long as it may direct) the BDN Collateral Securities (as defined in the Letter) upon a reduction of the Total Amount Available (as defined in the Letter) by $25,000,000such documents, instruments, and MLI will give effect agreements are in effect, the Guarantor Collateral shall include only the rights of Guarantor to receive moneys due and to become due, if any, under or pursuant to such request. Upon release of the BDN Collateral Securities, the Maintenance Margin (as defined in the Letter) shall be reset to 85%contract or agreement.