Common use of Pledged Investments; Securities Accounts; Deposit Accounts Clause in Contracts

Pledged Investments; Securities Accounts; Deposit Accounts. (a) If any Pledged Investments now owned or hereafter acquired by any Pledgor are certificated Securities and (i) are issued by any Pledgor or any subsidiary of a Pledgor or (ii) issued by any other Person and not held in a Securities Account, such Pledgor shall immediately deliver the certificates evidencing the same to the Secured Party in the exact form received, duly indorsed by such Pledgor to the Secured Party, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor and with, if the Secured Party so requests, signature guaranteed, to be held by the Secured Party, subject to the terms hereof, as additional collateral security for such Pledgor’s Obligations. (b) If any Pledged Investments now owned or hereafter acquired by any Pledgor are uncertificated Securities and, in either case, (i) are issued by any Pledgor or any subsidiary of a Pledgor or (ii) issued by any other Person and not held in a Securities Account, such Pledgor shall immediately notify the Secured Party thereof and, at the Secured Party’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured Party, either (i) cause the Issuer to agree to comply with instructions from the Secured Party as to such securities, without further consent of any Pledgor, or (ii) arrange for the Secured Party to become the registered owner of the securities. (c) If such Pledgor shall now or hereafter have rights in any Securities Account with any securities intermediary, such Pledgor shall immediately notify the Secured Party thereof and, if such Securities Account has a value in excess of $50,000, at the Secured Party’s request and option, pursuant to a control agreement in form and substance reasonably satisfactory to the Secured Party, use commercially reasonable efforts to cause such securities intermediary to agree to comply with entitlement orders or other instructions originated by the Secured Party to such securities intermediary as to the securities or other financial assets contained therein without consent from such Pledgor. Such Pledgor agrees not to allow the value of any of its Securities Accounts to exceed such amount unless such a control agreement is in effect with respect to such Securities Account. (d) If such Pledgor shall now or hereafter have rights in any Deposit Account maintained with any bank, such Pledgor shall immediately notify the Secured Party thereof and, if such Deposit Account contains funds in excess of $50,000, at the Secured Party’s request and option, pursuant to a control agreement in form and substance reasonably satisfactory to the Secured Party, cause such bank to agree to comply with instructions to such bank originated by the Secured Party directing the disposition of funds in such Deposit Account without consent from such Pledgor. Such Pledgor agrees not to allow the value of any of its Deposit Accounts to exceed such amount unless such a control agreement is in effect with respect to such Deposit Account. (e) The Secured Party agrees with each of the Pledgors that the Secured Party shall not give any such entitlement orders, instructions or directions referred to in paragraph (b), (c) or (d) above to any Issuer, securities intermediary or bank, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any financial assets credited to a Securities Account for which the Secured Party is the securities intermediary or Deposit Account as to which the Secured Party is the bank. (f) Except as provided in Section 6.3, such Pledgor shall be entitled to receive all cash dividends and distributions paid in respect of the Pledged Investments (except liquidating or distributing dividends). Any sums paid upon or in respect of the Pledged Investments upon the liquidation or dissolution of any Issuer shall be paid over to the Secured Party to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Investments or any property shall be distributed upon or with respect to the Pledged Investments pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Secured Party, be delivered to the Secured Party to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Investments shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Secured Party, hold such money or property in trust for the Lenders, segregated from other funds of such Pledgor, as additional collateral security for the Obligations. (g) In the case of each Pledgor that is also an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Investments issued by it and will comply with such terms insofar as such terms are applicable to it including, without limitation, complying with instructions from the Secured Party as to such Pledged Investments, without further consent of any Pledgor, (ii) it will notify the Secured Party promptly in writing of the occurrence of any of the events described in Section 5.8(a), (b) and (f) with respect to the Pledged Investments issued by it and (iii) the terms of Sections 6.3(c) and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(c) or 6.7 with respect to the Pledged Investments issued by it.

Pledged Investments; Securities Accounts; Deposit Accounts. (a) If any Pledged Investments now owned or hereafter acquired by any Pledgor Borrower are certificated Securities and (i) are issued by any Pledgor Borrower or any subsidiary Subsidiary of a Pledgor Borrower or (ii) issued by any other Person and not held in a Securities Account, such Pledgor Borrower shall immediately deliver as soon as possible (but in any event within five Business Days) the certificates evidencing the same to the Secured Party Collateral Agent in the exact form received, duly indorsed by such Pledgor Borrower to the Secured PartyCollateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor Borrower and with, if the Secured Party Collateral Agent so requests, signature guaranteed, to be held by the Secured PartyCollateral Agent, subject to the terms hereof, as additional collateral security for such PledgorBorrower’s Secured Obligations. (b) If any Pledged Investments now owned or hereafter acquired by any Pledgor Borrower are uncertificated Securities and, in either case, (i) are issued by any Pledgor Borrower or any subsidiary Subsidiary of a Pledgor Borrower or (ii) issued by any other Person and not held in a Securities Account, such Pledgor Borrower shall immediately notify the Secured Party Collateral Agent as soon as possible (but in any event within five Business Days) thereof and, at the Secured PartyCollateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured PartyCollateral Agent, either (i) cause the Issuer to agree to comply with instructions from the Secured Party Collateral Agent as to such securities, without further consent of any PledgorBorrower, or (ii) arrange for the Secured Party Collateral Agent to become the registered owner of the securities. (c) If such Pledgor Borrower shall now or hereafter have rights in any Securities Account with any securities intermediary, such Pledgor Borrower shall immediately notify the Secured Party Collateral Agent as soon as possible (but in any event within five Business Days) thereof and, if such Securities Account has a value in excess of $50,000, at the Secured Party’s request and option, pursuant to a control agreement in form and substance reasonably satisfactory to the Secured Partyan Account Control Agreement, use commercially reasonable efforts to cause such securities intermediary to agree to comply with entitlement orders or other instructions originated by the Secured Party Collateral Agent to such securities intermediary as to the securities or other financial assets contained therein without consent from such Pledgor. Such Pledgor agrees not to allow the value of any of its Securities Accounts to exceed such amount unless such a control agreement is in effect with respect to such Securities Account.Borrower (d) If such Pledgor Borrower shall now or hereafter have rights in any Deposit Account maintained with any bank, such Pledgor Borrower shall immediately notify the Secured Party Collateral Agent as soon as possible (but in any event within five Business Days) thereof and, if such Deposit Account contains funds in excess of $50,000, at the Secured Party’s request and option, pursuant to a control agreement in form and substance reasonably satisfactory to the Secured Partyan Account Control Agreement, cause such bank to agree to comply with instructions to such bank originated by the Secured Party Collateral Agent directing the disposition of funds in such Deposit Account without consent from such Pledgor. Such Pledgor agrees not to allow the value of any of its Deposit Accounts to exceed such amount unless such a control agreement is in effect with respect to such Deposit AccountBorrower. (e) The Secured Party Collateral Agent agrees with each of the Pledgors Borrowers that the Secured Party Collateral Agent shall not give any such entitlement orders, instructions or directions referred to in paragraph (b), (c) or (d) above to any Issuer, securities intermediary or bank, and shall not withhold its consent to the exercise of any withdrawal or dealing right by any Borrower, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any financial assets credited to a Securities Account for which the Secured Party Collateral Agent is the securities intermediary or Deposit Account as to which the Secured Party Collateral Agent is the bank. (f) Except as provided in Section 6.37.3, such Pledgor Borrower shall be entitled to receive all cash dividends and distributions paid in respect of the Pledged Investments (except liquidating or distributing dividends). Any sums paid upon or in respect of the Pledged Investments upon the liquidation or dissolution of any Issuer or at a time when a Borrower is not permitted to receive such sums under Section 7.3 shall be paid over to the Secured Party Collateral Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Investments or any property shall be distributed upon or with respect to the Pledged Investments pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Secured PartyCollateral Agent, be delivered to the Secured Party Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Investments shall be received by such PledgorBorrower, such Pledgor Borrower shall, until such money or property is paid or delivered to the Secured PartyCollateral Agent, hold such money or property in trust for the LendersCollateral Agent and the other Secured Parties, segregated from other funds of such PledgorBorrower, as additional collateral security for the Obligations. (g) In the case of each Pledgor Borrower that is also an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Investments issued by it and will comply with such terms insofar as such terms are applicable to it includingit, without limitation, including complying with instructions from the Secured Party as to such Pledged Investments, without further consent of any PledgorBorrower, (ii) it will notify the Secured Party Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.8(aSections 6.8(a), (b) and (f) with respect to the Pledged Investments issued by it and (iii) the terms of Sections 6.3(c7.3(c) and 6.7 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(c7.3(c) or 6.7 7.7 with respect to the Pledged Investments issued by it. (h) In the case of each Issuer that is not a Borrower, such Issuer shall, and the Borrower of the Pledged Investments issued by such Issuer shall cause such Issuer to, acknowledge and agree to the pledge and grant of a security interest in the Pledged Investments by a writing in the form of Annex I hereto. (i) To the extent permitted by applicable law, any Subsidiary of the Company as of the date of this Agreement that is not a Guarantor or Borrower hereunder shall execute and deliver, within ten days of the Closing Date, a negative pledge agreement (or as applicable, a joinder agreement to an existing negative pledge agreement) pursuant to which such Subsidiary will undertake not to create, incur or permit to exist, any Lien or other interest in breach of Section 6.1 herein with respect to any of its assets now held or hereinafter acquired.

Pledged Investments; Securities Accounts; Deposit Accounts. (a) If any Pledged Investments now owned or hereafter acquired by any Pledgor are certificated Securities and (i) are issued by any Pledgor or any subsidiary Subsidiary of a Pledgor or (ii) issued by any other Person and not held in a Securities Account, such Pledgor shall immediately deliver as soon as possible (but in any event within five Business Days) the certificates evidencing the same to the Secured Party Collateral Agent in the exact form received, duly indorsed by such Pledgor to the Secured PartyCollateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor and with, if the Secured Party Collateral Agent so requests, signature guaranteed, to be held by the Secured PartyCollateral Agent, subject to the terms hereof, as additional collateral security for such Pledgor’s Secured Obligations. (b) If any Pledged Investments now owned or hereafter acquired by any Pledgor are uncertificated Securities and, in either case, (i) are issued by any Pledgor or any subsidiary Subsidiary of a Pledgor or (ii) issued by any other Person and not held in a Securities Account, such Pledgor shall immediately notify the Secured Party Collateral Agent as soon as possible (but in any event within five Business Days) thereof and, at the Secured PartyCollateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Secured PartyCollateral Agent, either (i) cause the Issuer to agree to comply with instructions from the Secured Party Collateral Agent as to such securities, without further consent of any Pledgor, or (ii) arrange for the Secured Party Collateral Agent to become the registered owner of the securities. (c) If such Pledgor shall now or hereafter have rights in any Securities Account with any securities intermediary, such Pledgor shall immediately notify the Secured Party Collateral Agent as soon as possible (but in any event within five Business Days) thereof and, if such Securities Account has a value in excess of $50,000, at the Secured Party’s request and option, pursuant to a control agreement in form and substance reasonably satisfactory to the Secured Partyan Account Control Agreement, use commercially reasonable efforts to cause such securities intermediary to agree to comply with entitlement orders or other instructions originated by the Secured Party Collateral Agent to such securities intermediary as to the securities or other financial assets contained therein without consent from such Pledgor. Such Pledgor agrees not to allow the value of any of its Securities Accounts to exceed such amount unless such a control agreement is in effect with respect to such Securities Account. (d) If such Pledgor shall now or hereafter have rights in any Deposit Account maintained with any bank, such Pledgor shall immediately notify the Secured Party Collateral Agent as soon as possible (but in any event within five Business Days) thereof and, if such Deposit Account contains funds in excess of $50,000, at the Secured Party’s request and option, pursuant to a control agreement in form and substance reasonably satisfactory to the Secured Partyan Account Control Agreement, cause such bank to agree to comply with instructions to such bank originated by the Secured Party Collateral Agent directing the disposition of funds in such Deposit Account without consent from such Pledgor. Such Pledgor agrees not to allow the value of any of its Deposit Accounts to exceed such amount unless such a control agreement is in effect with respect to such Deposit Account. (e) The Secured Party Collateral Agent agrees with each of the Pledgors that the Secured Party Collateral Agent shall not give any such entitlement orders, instructions or directions referred to in paragraph (b), (c) or (d) above to any Issuer, securities intermediary or bank, and shall not withhold its consent to the exercise of any withdrawal or dealing right by any Pledgor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this paragraph shall not apply to any financial assets credited to a Securities Account for which the Secured Party Collateral Agent is the securities intermediary or Deposit Account as to which the Secured Party Collateral Agent is the bank. (f) Except as provided in Section 6.3, such Pledgor shall be entitled to receive all cash dividends and distributions paid in respect of the Pledged Investments (except liquidating or distributing dividends). Any sums paid upon or in respect of the Pledged Investments upon the liquidation or dissolution of any Issuer or at a time when a Pledgor is not permitted to receive such sums under Section 6.3 shall be paid over to the Secured Party Collateral Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Investments or any property shall be distributed upon or with respect to the Pledged Investments pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Secured PartyCollateral Agent, be delivered to the Secured Party Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Investments shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Secured PartyCollateral Agent, hold such money or property in trust for the LendersCollateral Agent and the other Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Obligations. (g) In the case of each Pledgor that is also an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Investments issued by it and will comply with such terms insofar as such terms are applicable to it includingit, without limitation, including complying with instructions from the Secured Party as to such Pledged Investments, without further consent of any Pledgor, (ii) it will notify the Secured Party Collateral Agent promptly in writing of the occurrence of any of the events described in Section Sections 5.8(a), (b) and (f) with respect to the Pledged Investments issued by it and (iii) the terms of Sections 6.3(c) and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(c) or 6.7 with respect to the Pledged Investments issued by it. (h) In the case of each Issuer that is not a Pledgor, such Issuer shall, and the Pledgor of the Pledged Investments issued by such Issuer shall cause such Issuer to, acknowledge and agree to the pledge and grant of a security interest in the Pledged Investments by a writing in the form of Annex I hereto. (i) To the extent permitted by applicable law, any Subsidiary of the Company as of the date of this Agreement, with the exception of ES Holdings SAS, a French corporation, and Eurosilicone SAS, a French corporation, that is not a Guarantor or Pledgor hereunder shall execute and deliver, within ten days of the Closing Date, a negative pledge agreement (or as applicable, a joinder agreement to an existing negative pledge agreement) pursuant to which such Subsidiary will undertake not to create, incur or permit to exist, any Lien or other interest in breach of Section 5.1 herein with respect to any of its assets now held or hereinafter acquired.