Common use of Investment Property (other than Certificated Securities) Clause in Contracts

Investment Property (other than Certificated Securities). (a) Upon (or such later date as Administrative Agent may agree to) a Grantor’s acquisition or creation of any Deposit Accounts or Securities Accounts (other than Excluded Accounts), such Grantor will cause the bank or securities intermediary maintaining such deposit Accounts or Securities Account to execute a Control Agreement relating thereto. (b) With respect to any Uncertificated Securities (other than Uncertificated Securities credited to a Securities Account) issued by a Person other than the Borrower or a Subsidiary constituting Investment Property owned or held by any Grantor, such Grantor will, upon written request from Administrative Agent, cause the issuer of such securities to either (i) register the Administrative Agent as the registered owner thereof on the books and records of the issuer or (ii) execute a Control Agreement relating to such Investment Property pursuant to which the issuer agrees to comply with the Administrative Agent’s instructions with respect to such Uncertificated Securities without further consent by such Grantor. With respect to Uncertificated Securities of the Borrower or any Subsidiary, the Grantor issuer of such Securities hereby agrees to comply with the Administrative Agent’s instructions with respect to such Uncertificated Securities without further consent by such Grantor, and the Administrative Agent hereby agrees not to give such instructions unless an Event of Default has occurred and is continuing. (c) Except as otherwise permitted under the Credit Agreement (including Permitted Liens), no Grantor shall cause or permit any Person other than Administrative Agent or the Secured Parties to have “control” (as defined in Section 9-104, 9-105, 9-106 or 9-107 of the UCC) of any Investment Property constituting part of the Collateral.

Investment Property (other than Certificated Securities). (ai) Upon (With respect to any Securities Accounts, Commodity Accounts, Commodity Contracts or such later date as Administrative Agent may agree to) a Security Entitlements constituting Investment Property owned or held by any Grantor’s acquisition or creation of any Deposit Accounts or Securities Accounts (other than Excluded Accounts), such Grantor will will, following (A) the occurrence and during the continuance of an Event of Default and (B) the request of the Administrative Agent, either (1) cause the bank or securities intermediary maintaining such deposit Accounts or Securities Account Investment Property to execute a Control Agreement relating theretoto such Investment Property pursuant to which such intermediary agrees to comply with the Administrative Agent’s instructions with respect to such Investment Property without further consent by such Grantor, or (2) transfer such Investment Property to intermediaries that have or will agree to execute such Control Agreements. (bii) With respect to any Uncertificated Securities (other than Uncertificated Securities credited to a Securities Account) issued by a Person other than the Borrower or a Subsidiary constituting Investment Property owned or held by any Grantor, such Grantor will, upon written request from Administrative Agent, will (y) cause the Pledged Interests Issuer or other issuer of such securities to either (iA) register the Administrative Agent as the registered owner thereof on the books and records of the issuer issuer, or (iiB) execute a Control Agreement relating to such Investment Property pursuant to which the Pledged Interests Issuer or other issuer agrees to comply with the Administrative Agent’s instructions with respect to such Uncertificated Securities without further consent by such Grantor. With respect to Uncertificated Securities Grantor following the occurrence and during the continuance of the Borrower or any Subsidiary, the Grantor issuer of such Securities hereby agrees to comply with the Administrative Agent’s instructions with respect to such Uncertificated Securities without further consent by such Grantor, and the Administrative Agent hereby agrees not to give such instructions unless an Event of Default has occurred Default, and is continuing. (cz) Except as otherwise permitted under take and cause the Credit Agreement appropriate Person (including Permitted Liens)any issuer, no Grantor shall cause entitlement holder or permit any Person securities intermediary thereof) to take all other than Administrative Agent or the Secured Parties actions necessary to have grant “control” (as defined in Section 9-104, 9-105, 98-106 or 9-107 of the UCC) of any Investment Property constituting part to the Administrative Agent (for the ratable benefit of the Secured Parties) over such Collateral.

Investment Property (other than Certificated Securities). (a) Upon (or such later date as Administrative Agent may agree to) a Grantor’s acquisition or creation Subject to Section 7.16 of the Credit Agreement, with respect to any Deposit Accounts Accounts, Securities Accounts, Commodity Accounts, Commodity Contracts or Securities Accounts (other than Excluded Accounts)Security Entitlements constituting Investment Property owned or held by any Grantor, such Grantor will cause (except for Excluded Accounts) the bank or securities intermediary maintaining such deposit Accounts or Securities Account Investment Property to execute a Control Agreement relating theretoto such Investment Property pursuant to which such intermediary agrees to comply with the Lender’s instructions with respect to such Investment Property without further consent by such Grantor (which instructions the Lender hereby agrees not to give unless an Event of Default has occurred and is continuing). (b) With respect to any Uncertificated Securities (other than Uncertificated Securities credited to a Securities Account) issued by a Person other than the Borrower or a Subsidiary constituting Investment Property owned or held by any Grantor, such Grantor will, upon written request from Administrative Agent, will cause the issuer of such securities that is not a party hereto to either (i) register the Administrative Agent as the registered owner thereof on the books and records of the issuer or (ii) execute a Control Agreement relating to such Investment Property pursuant to which the issuer agrees to comply with the Administrative AgentLender’s instructions with respect to such Uncertificated Securities without further consent by such Grantor. With respect to Uncertificated Securities of Grantor (which instructions the Borrower or any Subsidiary, the Grantor issuer of such Securities hereby agrees to comply with the Administrative Agent’s instructions with respect to such Uncertificated Securities without further consent by such Grantor, and the Administrative Agent Lender hereby agrees not to give such instructions unless an Event of Default has occurred and is continuing. (c) Except as otherwise permitted under the Credit Agreement (including Permitted Liens), no Grantor shall cause or permit any Person other than Administrative Agent or the Secured Parties to have “control” (as defined in Section 9-104, 9-105, 9-106 or 9-107 of the UCC) . Each party hereto that is such an issuer of any Investment Property constituting part Uncertificated Securities hereby agrees that such party will comply with instructions with respect to such security originated by the Lender (which instructions the Lender hereby agrees not to give unless an Event of the CollateralDefault has occurred and is continuing).

Investment Property (other than Certificated Securities). (ai) Upon (or such later date as Administrative Agent may agree to) a Grantor’s acquisition or creation of With respect to any Deposit Accounts Accounts, Securities Accounts, Commodity Accounts, Commodity Contracts or Securities Accounts Security Entitlements constituting Investment Property owned or held by any Grantor (other than constituting Excluded AccountsCollateral or Excluded Perfection Collateral), such Grantor will will, unless otherwise permitted under the Credit Agreement, upon the Administrative Agent’s reasonable request either (A) cause the bank or securities intermediary maintaining such deposit Accounts or Securities Account Investment Property to execute a Control Agreement relating theretoto such Investment Property pursuant to which such intermediary agrees to comply with the Administrative Agent’s instructions with respect to such Investment Property without further consent by such Grantor, or (B) transfer such Investment Property to intermediaries that have or will agree to execute such Control Agreements. (bii) With respect to any Uncertificated Securities (other than Uncertificated Securities credited to a Securities Account) issued by a Person other than the Borrower or a Subsidiary constituting Investment Property owned or held by any Grantor, such Grantor will, upon written request from Administrative Agent, will (x) cause the Pledged Interests Issuer or other issuer of such securities to either (iA) register the Administrative Agent as the registered owner thereof on the books and records of the issuer issuer, or (iiB) execute a Control Agreement relating to such Investment Property pursuant to which the Pledged Interests Issuer or other issuer agrees to comply with the Administrative Agent’s instructions with respect to such Uncertificated Securities without further consent by such Grantor. With respect to Uncertificated Securities of Grantor and (y) take and cause the Borrower or any Subsidiary, the Grantor issuer of such Securities hereby agrees to comply with the Administrative Agent’s instructions with respect to such Uncertificated Securities without further consent by such Grantor, and the Administrative Agent hereby agrees not to give such instructions unless an Event of Default has occurred and is continuing. (c) Except as otherwise permitted under the Credit Agreement appropriate Person (including Permitted Liens)any issuer, no Grantor shall cause entitlement holder or permit any Person securities intermediary thereof) to take all other than Administrative Agent or the Secured Parties actions reasonably necessary to have grant “control” (as defined in Section 9-104, 9-105, 98-106 or 9-107 of the UCC) of any Investment Property constituting part to the Administrative Agent (for the ratable benefit of the Secured Parties) over such Collateral.

Investment Property (other than Certificated Securities). (a) Upon (or such later date as Administrative Agent may agree to) a Grantor’s acquisition or creation of any Deposit Accounts or Securities Accounts (other than Excluded Accounts), such Grantor will cause the bank or securities intermediary maintaining such deposit Accounts or Securities Account to execute a Control Agreement relating thereto. (bi) With respect to any Uncertificated Deposit Accounts, Securities (other than Uncertificated Securities credited to a Securities Account) issued by a Person other than the Borrower Accounts, Commodity Accounts, Commodity Contracts or a Subsidiary Security Entitlements constituting Investment Property owned or held by any Grantor, such Grantor will, upon written following (A) the occurrence and continuance of an Event of Default and (B) the request from of the Administrative Agent, either (1) cause the intermediary maintaining such Investment Property to execute a Control Agreement relating to such Investment Property pursuant to which such intermediary agrees to comply with the Administrative Agent’s instructions with respect to such Investment Property without further consent by such Grantor, or (2) transfer such Investment Property to intermediaries that have or will agree to execute such Control Agreements. (ii) With respect to any Uncertificated Securities or Security Entitlement (other than Uncertificated Securities or Security Entitlements credited to a Securities Account) owned or held by any Grantor, such Grantor will (y) cause the Pledged Interests Issuer or other issuer of such securities to either (iA) register the Administrative Agent as the registered owner thereof on the books and records of the issuer issuer, or (iiB) execute a Control Agreement relating to such Investment Property pursuant to which the Pledged Interests Issuer or other issuer agrees to comply with the Administrative Agent’s instructions with respect to such Uncertificated Securities without further consent by such Grantor. With respect to Uncertificated Securities Grantor following the occurrence and during the continuance of the Borrower or any Subsidiary, the Grantor issuer of such Securities hereby agrees to comply with the Administrative Agent’s instructions with respect to such Uncertificated Securities without further consent by such Grantor, and the Administrative Agent hereby agrees not to give such instructions unless an Event of Default has occurred Default, and is continuing. (cz) Except as otherwise permitted under take and cause the Credit Agreement appropriate Person (including Permitted Liens)any issuer, no Grantor shall cause entitlement holder or permit any Person securities intermediary thereof) to take all other than Administrative Agent or the Secured Parties actions necessary to have grant “control” (as defined in Section 9-104, 9-105, 98-106 or 9-107 of the UCC) of any Investment Property constituting part to the Administrative Agent (for the ratable benefit of the Secured Parties) over such Collateral.

Investment Property (other than Certificated Securities). (a) Upon Subject to Section 6.18 of the Credit Agreement, within thirty (30) days (or such later date as Administrative Agent the Lender Representative may agree to) after a Grantor’s acquisition or creation of any Deposit Accounts or Securities Accounts (other than Excluded Accounts), such Grantor will cause the bank or securities intermediary maintaining such deposit Deposit Accounts or Securities Account to execute a Qualifying Control Agreement relating thereto. (b) With respect to any Uncertificated Securities (other than Uncertificated Securities credited to a Securities Account) issued by a Person other than the Borrower or a Subsidiary constituting Investment Property owned or held by any Grantor, such Grantor will, upon written request from Administrative AgentAgent or the Lender Representative, use commercially reasonable efforts cause the issuer of such securities to either (i) register the Administrative Agent as the registered owner thereof on the books and records of the issuer Issuer or (ii) execute a Qualifying Control Agreement relating to such Investment Property pursuant to which the issuer Issuer agrees to comply with the Administrative Agent’s instructions with respect to such Uncertificated Securities without further consent by such Grantor. With respect to Uncertificated Securities of the Borrower or any Subsidiary, the Grantor issuer which is the Issuer of such Securities hereby agrees to comply with the Administrative Agent’s written instructions with respect to such Uncertificated Securities without further consent by such Grantor, and the Administrative Agent hereby agrees not to give such written instructions unless an Event of Default has occurred and is continuing. (c) Except as otherwise expressly permitted under the Credit Agreement (including any Permitted Liens), no Grantor shall cause or permit any Person other than Administrative Agent or the Secured Parties to have “control” (as defined in Section 9-104, 9-105, 9-106 or 9-107 of the UCC) of any Investment Property constituting part of the Collateral. (d) No Grantor shall take any action to cause any Pledged Equity issued by a Subsidiary which consists of “general intangibles” pursuant to Article 9 of the UCC to be or become a “security” within the meaning of, or to be governed by Article 8 of the UCC as in effect under the laws of any state having jurisdiction and shall not permit any Subsidiary to, “opt in” or to take any other action seeking to establish any such Pledged Equity as a “security” or to become certificated unless such Grantor notifies the Administrative Agent of any such action and, as applicable, (i) upon written request from Administrative Agent, promptly causes the Issuer of such securities to execute a Control Agreement relating to such Pledged Equity pursuant to which the Issuer agrees to comply with the Administrative Agent’s instructions with respect to such Uncertificated Securities without further consent by such Grantor or (ii) promptly pledges and delivers to the Administrative Agent certificates evidencing such Pledged Equity, accompanied by duly executed undated blank stock powers, or other equivalent instruments of transfer reasonably acceptable to the Lender Representative.