Common use of Instruments/Chattel Paper/Pledged Equity/Control Clause in Contracts

Instruments/Chattel Paper/Pledged Equity/Control. (i) If any amount in excess of $500,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper, or if any property constituting Collateral shall be stored or shipped subject to a Document with a stated value in excess of $500,000, ensure that such Instrument, Tangible Chattel Paper or Document is either in the possession of such Obligor at all times or, if requested by the Administrative Agent, is delivered to the Administrative Agent duly endorsed in a manner satisfactory to the Administrative Agent. Such Obligor shall ensure that any Collateral consisting of Tangible Chattel Paper is marked with a legend acceptable to the Administrative Agent indicating the Administrative Agent’s security interest in such Tangible Chattel Paper. (ii) Deliver to the Administrative Agent promptly upon the receipt thereof (and in any event within 30 days after the end of the Fiscal Quarter in which any such certificates and instruments are obtained) by or on behalf of an Obligor, all certificates and instruments (if any) constituting Pledged Equity. Prior to delivery to the Administrative Agent, all such certificates constituting Pledged Equity shall be held in trust by such Obligor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit 4(a)(ii) hereto, or such other form reasonably acceptable to the Administrative Agent. Notwithstanding anything to the contrary set forth herein, in the event that any such certificates and instruments (if any) constituting Pledged Equity have been delivered to the Prepetition Agent, the Prepetition Agent shall be deemed to hold such certificates and instruments as bailee for the Administrative Agent. (iii) Notify the Administrative Agent in writing of the establishment by such Obligor of any Deposit Account, Securities Account, Commodity Contract or Commodity Account (excluding any Deposit Account, Securities Account, Commodity Contract or Commodity Account used solely for payroll, payroll taxes and other employee wage and benefit payments). (iv) Execute and deliver all agreements, assignments, instruments or other documents as and to the extent reasonably requested by the Administrative Agent for the purpose of obtaining and maintaining control with respect to any Collateral consisting of (i) Deposit Accounts, (ii) Investment Property, (iii) Letter-of-Credit Rights and (iv) Electronic Chattel Paper.

Instruments/Chattel Paper/Pledged Equity/Control. (i) If any amount in excess of $500,000 1,000,000 payable under or in connection with any of the Collateral to a Grantor shall be or become evidenced by any Instrument or Tangible Chattel Paper, or if any property constituting Collateral with a value in excess of $1,000,000 shall be stored or shipped subject to a Document with a stated value in excess of $500,000Document, ensure that such Instrument, Tangible Chattel Paper or Document is either in the possession of such Obligor Grantor at all times or, if requested by the Administrative AgentCollateral Agent to perfect its security interest in such Collateral, is delivered to the Administrative Collateral Agent duly endorsed in a manner satisfactory to the Administrative Collateral Agent. Such Obligor Grantor at the request of the Collateral Agent shall ensure that any Collateral consisting of Tangible Chattel Paper in excess of $1,000,000 is marked with a legend acceptable to the Administrative Collateral Agent indicating the Administrative Collateral Agent’s security interest in such Tangible Chattel Paper.; (ii) Deliver Promptly deliver or cause to be delivered to the Administrative Collateral Agent promptly upon any and all certificates and instruments constituting Pledged Equity (i) on the receipt thereof date hereof, in the case of any certificates and instruments owned by such Grantor on the date hereof, and (and ii) in any event accordance with Section 5.12 of the Credit Agreement, within 30 60 days after the end acquisition thereof (or such longer period as the Administrative Agent, may agree to in writing) as required under the Credit Agreement, in the case of the Fiscal Quarter in which any such certificates and instruments are obtained) acquired by or on behalf of an Obligorsuch Grantor after the date hereof, all certificates in each case to the extent such delivery is required by the Collateral and instruments (if any) constituting Pledged EquityGuarantee Requirement. Prior to delivery to the Administrative Collateral Agent, all such certificates and instruments constituting Pledged Equity shall be held in trust by such Obligor Grantor for the benefit of the Administrative Collateral Agent pursuant hereto. All such certificates and instruments representing Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit 4(a)(ii5(a)(ii) hereto, or such other form reasonably acceptable to the Administrative Agent. Notwithstanding anything to the contrary set forth herein, in the event that any such certificates and instruments (if any) constituting Pledged Equity have been delivered to the Prepetition Agent, the Prepetition Agent shall be deemed to hold such certificates and instruments as bailee for the Administrative Agent.; and (iii) Notify Cause (A) all Indebtedness for borrowed money owed to such Grantor by the Administrative Borrower or any Subsidiary and (B) all Indebtedness for borrowed money in a principal amount of $1,000,000 or more owed to such Grantor by any other Person to be evidenced by a duly executed promissory note that is delivered to the Collateral Agent (x) on the date hereof, in writing the case of any such promissory note existing on the establishment date hereof, and (y) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement (including Schedule 5.15 thereto)), in the case of any such promissory note acquired by such Obligor of any Deposit Account, Securities Account, Commodity Contract or Commodity Account (excluding any Deposit Account, Securities Account, Commodity Contract or Commodity Account used solely for payroll, payroll taxes and other employee wage and benefit payments)Grantor after the date hereof. (iv) Execute and deliver all agreements, assignments, instruments or other documents as and to the extent reasonably requested by the Administrative Collateral Agent for the purpose of obtaining and maintaining control with respect to any Collateral consisting of (iA) Deposit Accounts (other than Excluded Accounts), (iiB) Investment Property, (iiiC) Electronic Chattel Paper and (D) Letter-of-Credit Rights Rights, as required by the Collateral and Guarantee Requirement; and (ivv) Electronic Chattel Paper.If an Issuer (or if such Grantor at any time becomes an Issuer), upon the occurrence and during the continuance of an Event of Default, comply without further consent by any other Person with any written instructions (within the meaning of Section 8-106(c) of the UCC) originated by the Collateral Agent relating to the Equity Interests of such Issuer of which any other Person is the owner, and after receipt of such instructions from the Collateral Agent and until such instructions are rescinded in writing by the Collateral Agent or this Agreement is terminated in accordance with Section 9.14 of the Credit Agreement, such Grantor shall not comply with any instructions issued by any Grantor or any other person (other than the Collateral Agent);

Instruments/Chattel Paper/Pledged Equity/Control. (i) If any amount in excess of $500,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument Instrument, promissory note or Tangible Chattel Paper, or if any property constituting Collateral shall be stored or shipped subject to a Document with a stated value in excess of $500,000or if any such Collateral constitutes Receivables, Grantor shall ensure that such Instrument, promissory note, Tangible Chattel Paper Paper, Document or Document Receivables is either in the possession of such Obligor Grantor at all times or, if requested by the Administrative AgentAgent to perfect its security interest in such Collateral, is delivered to the Administrative Agent duly endorsed in a manner reasonably satisfactory to the Administrative AgentAgent or is delivered to a third-party selected by the Administrative Agent to take possession of such items on behalf of the Administrative Agent or at the request of the Administrative Agent the Grantor shall take any further action required to assign any collateral pledged by any Obligor in respect of their applicable Receivables. Such Obligor At the request of Administrative Agent following an Event of Default, such Grantor shall ensure that mxxx any Collateral consisting of Tangible Chattel Paper is marked or Receivables with a legend reasonably acceptable to the Administrative Agent indicating the Administrative Agent’s security interest in such Tangible Chattel PaperPaper or such Receivables, as the case may be. Each Grantor will also deliver to Administrative Agent all security agreements, if any, securing such Instruments or promissory notes and deliver UCC financing statement amendments assigning to Administrative Agent any UCC financing statements filed by such Grantor in connection with such security agreement. (ii) Deliver to the Administrative Agent promptly upon the receipt thereof (and in any event within 30 days after the end of the Fiscal Quarter in which any such certificates and instruments are obtained) by or on behalf of an Obligora Grantor (but in any event not later than the earlier of (x) the next Reporting Date and (y) the date on which delivery of quarterly financial statements is required pursuant to Section 5.1 of the Credit Agreement), all certificates and instruments (if any) constituting or representing Pledged Equity. Prior to delivery to the Administrative Agent, all such certificates constituting or representing Pledged Equity shall be held in trust by such Obligor Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates constituting or representing Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit 4(a)(ii) hereto, or such other form reasonably acceptable to the Administrative Agent. Notwithstanding anything to the contrary set forth herein, in the event that any such certificates and instruments (if any) constituting Pledged Equity have been delivered to the Prepetition Agent, the Prepetition Agent shall be deemed to hold such certificates and instruments as bailee for the Administrative Agent. (iii) Notify Deliver to, and cause each Issuer listed on Schedule 1 attached hereto, to execute a Pledge Registration and Control Agreement, promptly (and otherwise not more than ten (10) Business Days after such Equity Interests are required to be pledged pursuant to Section 5(b)(ii)). Notwithstanding the Administrative Agent foregoing or anything to the contrary herein or in writing any other Credit Document, each Issuer that is a Grantor hereunder shall comply (and each Grantor shall cause any applicable Issuer that is not a Grantor hereunder to comply) with the provisions of the establishment by form Pledge Registration and Control Agreement as if such Obligor provisions were part of any Deposit Account, Securities Account, Commodity Contract or Commodity Account (excluding any Deposit Account, Securities Account, Commodity Contract or Commodity Account used solely for payroll, payroll taxes this Agreement notwithstanding the applicable Pledge Registration and other employee wage Control Agreement not having yet been executed and benefit payments)delivered. (iv) Execute and deliver all agreements, assignments, instruments or other documents as and to the extent reasonably requested by the Administrative Agent for the purpose of obtaining and maintaining control (as such term is used in Articles 8 and 9 of the UCC) with respect to any Collateral consisting of (i) subject to Section 5.19 of the Credit Agreement, Deposit Accounts, (ii) Investment PropertyProperty with a value in excess of $25,000 (unless an Event of Default has occurred and is continuing, in which case, there will be no threshold amount), (iii) Letter-of-Credit Rights (if the underlying Letter of Credit has an undrawn face amount of $25,000 or more and a term of more than three (3) months; provided that after an Event of Default has occurred and is continuing, no threshold shall apply), and (iv) Electronic Chattel PaperPaper with a value in excess of $25,000 (unless an Event of Default has occurred and is continuing, in which case, there will be no threshold amount).

Instruments/Chattel Paper/Pledged Equity/Control. (i) If any amount in excess of $500,000 1,000,000 payable under or in connection with any of the Collateral to a Grantor shall be or become evidenced by any Instrument or Tangible Chattel Paper, or if any property constituting Collateral with a value in excess of $1,000,000 shall be stored or shipped subject to a Document with a stated value in excess of $500,000Document, ensure that such Instrument, Tangible Chattel Paper or Document is either in the possession of such Obligor Grantor at all times or, if requested by the Administrative AgentCollateral Agent to perfect its security interest in such Collateral, is delivered to (A) prior to the Administrative Agent Discharge of Senior Obligations, the Senior Collateral Agent, and (B) thereafter, the Collateral Agent, duly endorsed in a manner satisfactory to the Administrative Senior Collateral Agent or the Collateral Agent, as applicable. Such Obligor Grantor, at the request of the Collateral Agent, shall ensure that any Collateral consisting of Tangible Chattel Paper in excess of $1,000,000 is marked with a legend acceptable to the Administrative Collateral Agent indicating the Administrative Collateral Agent’s security interest in such Tangible Chattel Paper.; (ii) Deliver Promptly deliver or cause to be delivered to (A) prior to the Administrative Discharge of Senior Obligations, the Senior Collateral Agent promptly upon and (B) thereafter, the receipt thereof Collateral Agent, any and all certificates and instruments constituting Pledged Equity (i) on the date hereof, in the case of any certificates and instruments owned by such Grantor on the date hereof, and (ii) in any event accordance with Section 5.12 of the Credit Agreement, within 30 60 days after the end acquisition thereof (or such longer period as the Administrative Agent, may agree to in writing) as required under the Credit Agreement, in the case of the Fiscal Quarter in which any such certificates and instruments are obtained) acquired by or on behalf of an Obligorsuch Grantor after the date hereof, all certificates in each case to the extent such delivery is required by the Collateral and instruments (if any) constituting Pledged EquityGuarantee Requirement. Prior to delivery to the Administrative Senior Collateral Agent or the Collateral Agent, as applicable, all such certificates and instruments constituting Pledged Equity shall be held in trust by such Obligor Grantor for the benefit of the Administrative Collateral Agent pursuant hereto. All such certificates and instruments representing Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit 4(a)(ii5(a)(ii) hereto, or such other form reasonably acceptable to the Administrative Agent. Notwithstanding anything to the contrary set forth herein, in the event that any such certificates and instruments (if any) constituting Pledged Equity have been delivered to the Prepetition Agent, the Prepetition Agent shall be deemed to hold such certificates and instruments as bailee for the Administrative Agent.; and (iii) Notify Cause (A) all Indebtedness for borrowed money owed to such Grantor by the Administrative Borrower or any Subsidiary and (B) all Indebtedness for borrowed money in a principal amount of $1,000,000 or more owed to such Grantor by any other Person to be evidenced by a duly executed promissory note that is delivered to, (1) prior to the Discharge of Senior Obligations, the Senior Collateral Agent and (2) thereafter, the Collateral Agent, (x) on the date hereof, in writing the case of any such promissory note existing on the establishment date hereof, and (y) promptly after the acquisition thereof (and, in any event, as required under the Credit Agreement (including Schedule 5.15 thereto)), in the case of any such promissory note acquired by such Obligor of any Deposit Account, Securities Account, Commodity Contract or Commodity Account (excluding any Deposit Account, Securities Account, Commodity Contract or Commodity Account used solely for payroll, payroll taxes and other employee wage and benefit payments)Grantor after the date hereof. (iv) Execute and deliver all agreements, assignments, instruments or other documents as and to the extent reasonably requested by the Administrative Collateral Agent or the Senior Collateral Agent for the purpose of obtaining and maintaining control with respect to any Collateral consisting of (iA) Deposit Accounts (other than Excluded Accounts), (iiB) Investment Property, (iiiC) Electronic Chattel Paper and (D) Letter-of-Credit Rights Rights, as required by the Collateral and Guarantee Requirement; (ivv) Electronic Chattel PaperIf an Issuer (or if such Grantor at any time becomes an Issuer), upon the occurrence and during the continuance of an Event of Default, comply without further consent by any other Person with any written instructions (within the meaning of Section 8-106(c) of the UCC) originated by the Collateral Agent relating to the Equity Interests of such Issuer of which any other Person is the owner, and after receipt of such instructions from the Collateral Agent and until such instructions are rescinded in writing by the Collateral Agent or this Agreement is terminated in accordance with Section 9.14 of the Credit Agreement, such Grantor shall not comply with any instructions issued by any Grantor or any other person (other than the Collateral Agent); and (vi) Notwithstanding anything to the contrary set forth herein, prior to the Discharge of Senior Obligations, to the extent that any Grantor is required under this Agreement to deliver any Collateral to the Collateral Agent and is required to deliver such Collateral to the Senior Collateral Agent in accordance with the terms of the Senior Collateral Documents or the First Lien/Second Lien Intercreditor Agreement, such Grantor’s obligations under this Agreement with respect to such delivery shall be deemed to be satisfied by the delivery to the Senior Collateral Agent, acting as gratuitous bailee for the Secured Parties, pursuant to the terms of the First Lien/Second Lien Intercreditor Agreement.