Common use of Certain Agreements Clause in Contracts

Certain Agreements. (i) The Securities Intermediary has furnished to the Administrative Agent the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts and the financial assets and cash balances held therein, identifying the financial assets held therein in a manner acceptable to the Administrative Agent. Each such statement accurately reflects the assets held in such Designated Account as of the date thereof. (ii) The Securities Intermediary will, upon its receipt of each supplement to the Security Agreement signed by the Pledgor and identifying one or more financial assets as "Pledged Collateral," enter into its records, including computer records, with respect to each Designated Account a notation with respect to any such financial asset so that such records and reports generated with respect thereto identify such financial asset as "Pledged." (iii) The Administrative Agent has delivered to the Securities Intermediary a list, signed by an authorized representative of the officers of the Administrative Agent authorized to give approvals or instructions under this Control Agreement (the "Authorized Representatives") and the Securities Intermediary shall be entitled to rely on communications from any such Authorized Representatives until the earlier of the termination of this Control Agreement in accordance with the terms hereof and notification by an Authorized Representative of a change in such list at any time.

Certain Agreements. (i) The Securities Intermediary acknowledges receipt of a copy of the Security Agreement. (ii) The Securities Intermediary has furnished to the Administrative Agent and the Company the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts and the financial assets and cash balances held therein, identifying . The account statement for each Designated Account identifies the financial assets Investment Collateral held therein in a the manner acceptable set forth on Exhibit B annexed hereto. The Securities Intermediary represents and warrants to the Administrative Agent. Each Agent that each such statement accurately reflects the assets held in such Designated Account as of the date thereof. (iiiii) The Securities Intermediary will, upon its receipt of each supplement to the Security Agreement signed by the Pledgor Company and identifying one or more security entitlements or other financial assets as "Pledged “Investment Collateral," ” enter into its records, including computer records, with respect to each Designated Account a notation with respect to any such financial asset Investment collateral so that such records and reports generated with respect thereto identify such financial asset the Investment Collateral as "“Pledged."” (iiiiv) The Administrative Agent has delivered to the Securities Intermediary a list, signed by an authorized representative (the “Authorized Representative”), of the officers of the Administrative Agent authorized to give approvals or instructions under this Control Agreement (the "Authorized Representatives"including notices and other instructions under Section 9 hereof) and the Securities Intermediary shall be entitled to rely on communications from any such Authorized Representatives authorized officers until the earlier of (A) the termination of this Control Agreement in accordance with the terms hereof and hereof, (B) notification by an the Authorized Representative of a change in such list at any timethe officers authorized to give approvals or instructions and (C) the assignment of the rights of the Secured Parties in accordance with Section 11 hereof.

Certain Agreements. (i) The Securities Intermediary has furnished to the Administrative Collateral Agent the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts and the financial assets and cash balances held therein, identifying the financial assets held therein in a manner acceptable to the Administrative Collateral Agent. Each such statement accurately reflects the assets held in such Designated Account as of the date thereof. (ii) The Securities Intermediary will, upon its receipt of each supplement to the Security Agreement signed by the Pledgor and identifying one or more financial assets as "Pledged Collateral," enter into its records, including computer records, with respect to each Designated Account a notation with respect to any such financial asset so that such records and reports generated with respect thereto identify such financial asset as "Pledged." (iii) The Administrative Collateral Agent has delivered to the Securities Intermediary a list, signed by an authorized representative of the officers of the Administrative Collateral Agent authorized to give approvals or instructions under this Control Agreement (the "Authorized Representatives") and the Securities Intermediary shall be entitled to rely on communications from any such Authorized Representatives authorized officers until the earlier of the termination of this Control Agreement in accordance with the terms hereof and notification by an Authorized Representative of a change in such list at any time.

Certain Agreements. (i) The Securities Intermediary has furnished to the Administrative Collateral Agent the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts and the financial assets and cash balances held therein, identifying the financial assets held therein in a manner acceptable to the Administrative Collateral Agent. Each such statement accurately reflects the assets held in such Designated Account as of the date thereof. (ii) The Securities Intermediary will, upon its receipt of each supplement to the Security Agreement signed by the Pledgor and identifying one or more financial assets as "Pledged Collateral," enter into its records, including computer records, with respect to each Designated Account a notation with respect to any such financial asset so that such records and reports generated with respect thereto identify such financial asset as "Pledged." (iii) The Administrative Collateral Agent has delivered to the Securities Intermediary a list, signed by an authorized representative of the officers of the Administrative Collateral Agent authorized to give approvals or instructions under this Control Agreement (the "Authorized RepresentativesAUTHORIZED REPRESENTATIVES") and the Securities Intermediary shall be entitled to rely on communications from any such Authorized Representatives authorized officers until the earlier of the termination of this Control Agreement in accordance with the terms hereof and notification by an Authorized Representative of a change in such list at any time.

Certain Agreements. (i) The Securities Intermediary has furnished to the Administrative Collateral Agent the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts and the financial assets and cash balances held therein, identifying the financial assets held therein in a manner reasonably acceptable to the Administrative Collateral Agent. Each such statement accurately reflects the assets held in such Designated Account as of the date thereof. (ii) The Securities Intermediary will, upon its receipt of each supplement to the Security Agreement signed by the Pledgor and identifying one or more financial assets as "Pledged Collateral," enter into its records, including computer records, with respect to each Designated Account a notation with respect to any such financial asset so that such records and reports generated with respect thereto identify such financial asset as "Pledged." (iii) The Administrative Collateral Agent has delivered to the Securities Intermediary a list, signed by an authorized representative of the officers of the Administrative Collateral Agent authorized to give approvals or instructions under this Control Agreement (the "Authorized Representatives") and the Securities Intermediary shall be entitled to rely on communications from any such Authorized Representatives authorized officers until the earlier of the termination of this Control Agreement in accordance with the terms hereof and notification by an Authorized Representative of a change in such list at any time.

Certain Agreements. (i) The Securities Intermediary acknowledges receipt of a copy of the Security Agreement. (ii) The Securities Intermediary has furnished to the Administrative Agent and the Pledgor the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts and the financial assets and cash balances held therein, identifying . The account statement for each Designated Account identifies the financial assets Investment Collateral held therein in a the manner acceptable set forth on Schedule II annexed hereto. The Securities Intermediary represents and warrants to the Administrative Agent. Each Agent that each such statement accurately reflects the assets held in such Designated Account as of the date thereof. (iiiii) The Securities Intermediary will, upon its receipt of each supplement to the Security Agreement signed by the Pledgor and identifying one or more security entitlements or other financial assets as "Pledged “Investment Collateral," ” enter into its records, including computer records, with respect to each Designated Account a notation with respect to any such financial asset Investment collateral so that such records and reports generated with respect thereto identify such financial asset the Investment Collateral as "“Pledged."” (iiiiv) The Administrative Agent has delivered to the Securities Intermediary a list, signed by an authorized representative (the “Authorized Representative”), of the officers of the Administrative Agent authorized to give approvals or instructions under this Control Agreement (the "Authorized Representatives"including notices and other instructions under Section 12 hereof) and the Securities Intermediary shall be entitled to rely on communications from any such Authorized Representatives authorized officers until the earlier of the termination of this Control Agreement in accordance with the terms hereof and hereof, with notification by an the Authorized Representative of a change and the assignment of the rights of the Secured Parties in such list at any timeaccordance with Section 12 hereof.

Certain Agreements. (i) The Securities Intermediary has furnished to the Administrative Collateral Agent the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts Account and the financial assets and cash balances held therein, identifying the financial assets held therein in a manner acceptable to the Administrative Collateral Agent. Each such statement accurately reflects the assets held in such Designated Account as of the date thereof. (ii) The Securities Intermediary will, upon its receipt of each supplement to the Security Escrow Agreement signed by the Pledgor Pledgors and identifying one or more financial assets as "Pledged CollateralEscrowed Property," enter into its records, including computer records, with respect to each the Designated Account a notation with respect to any such financial asset so that such records and reports generated with respect thereto identify such financial asset as "Pledged." (iii) The Administrative Collateral Agent has delivered to the Securities Intermediary a list, signed by an authorized representative of the officers of the Administrative Collateral Agent authorized to give approvals or instructions under this Control Agreement (the "Authorized Representatives") and the Securities Intermediary shall be entitled to rely on communications from any such Authorized Representatives authorized officers until the earlier of the termination of this Control Agreement in accordance with the terms hereof and notification by an Authorized Representative of a change in such list at any time.

Certain Agreements. (i) The Securities Intermediary acknowledges receipt of a copy of the Guarantee and Collateral Agreement. (ii) The Securities Intermediary has furnished to the Administrative Agent and the Grantor the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts and the financial assets and cash balances held therein, identifying . The account statement for each Designated Account identifies the financial assets Investment Collateral held therein in a the manner acceptable set forth on Exhibit A attached hereto. The Securities Intermediary represents and warrants to the Administrative Agent. Each Agent that each such statement accurately reflects the assets held in such Designated Account as of the date thereof. (iiiii) The Securities Intermediary will, upon its receipt of each supplement to the Security Guarantee and Collateral Agreement signed by the Pledgor Grantor and identifying one or more security entitlements or other financial assets as "Pledged Investment Collateral," enter into its records, including computer records, with respect to each Designated Account a notation with respect to any such financial asset Investment collateral so that such records and reports generated with respect thereto identify such financial asset the Investment Collateral as "Pledged." (iiiiv) The Administrative Agent has delivered to the Securities Intermediary a list, signed by an authorized representative (the "Authorized Representative"), of the officers of the Administrative Agent authorized to give approvals or instructions under this Control Agreement (the "Authorized Representatives"including notices and other instructions under Section 9 hereof) and the Securities Intermediary shall be entitled to rely on communications from any such Authorized Representatives authorized officers until the earlier of the termination of this Control Agreement in accordance with the terms hereof and hereof, with notification by an the Authorized Representative of a change and the assignment of the rights of the Secured Parties in such list at any timeaccordance with Section 11 hereof.

Certain Agreements. (i) The Securities Intermediary has furnished to the Administrative Agent Collateral Trustees the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts and the financial assets and cash balances held therein, identifying the financial fi- nancial assets held therein in a manner acceptable to the Administrative AgentCollateral Trustees. Each such statement accurately reflects the assets held in such Designated Account as of the date thereof. (ii) The Securities Intermediary will, upon its receipt of each supplement to the Security Agreement signed by the Pledgor and identifying one or more financial assets as "Pledged Collateral," enter into its records, including computer records, with respect to each Designated Account a notation with respect to any such financial asset so that such records and reports generated with respect thereto identify such financial asset as "Pledged." (iii) The Administrative Agent has Collateral Trustees have delivered to the Securities Intermediary a list, signed by an authorized representative of the officers of the Administrative Agent Collateral Trustees authorized to give approvals or instructions under this Control Agreement (the "Authorized Representatives") and the Securities Intermediary shall be entitled to rely on communications from any such Authorized Representatives authorized officers until the earlier of the termination of this Control Agreement in accordance with the terms hereof and notification by an Authorized Representative of a change in such list at any time.

Certain Agreements. (i) The Securities Intermediary acknowledges receipt of a copy of the Security Agreement. (ii) The Securities Intermediary has furnished to the Administrative Agent and the Pledgor the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts and the financial assets Investment Property and cash balances held therein, identifying . The account statement for each Designated Account identifies the financial assets Investment Collateral held therein in a the manner acceptable set forth on Schedule II annexed hereto. The Securities Intermediary represents and warrants to the Administrative Agent. Each Agent that each such statement accurately reflects the assets held in such Designated Account as of the date thereof. (iiiii) The Securities Intermediary will, upon its receipt of each supplement to the Security Agreement signed by the Pledgor and identifying one or more security entitlements or other financial assets as "Pledged “Investment Collateral," ” enter into its records, including computer records, with respect to each Designated Account a notation with respect to any such financial asset Investment Collateral so that such records and reports generated with respect thereto identify such financial asset the Investment Collateral as "“Pledged."” (iiiiv) The Administrative Agent has delivered to the Securities Intermediary a list, signed by an authorized representative (the “Authorized Representative”), of the officers of the Administrative Agent authorized to give approvals or instructions under this Control Agreement (the "Authorized Representatives"including notices and other instructions under Section 12 hereof) and the Securities Intermediary shall be entitled to rely on communications from any such Authorized Representatives authorized officers until the earlier of (A) the termination of this Control Agreement in accordance with the terms hereof and hereof, with notification by an the Authorized Representative of a change such termination and (B) the assignment of the rights of the Secured Parties in such list at any timeaccordance with Section 12 hereof.

Certain Agreements. (a) By executing and delivering this Amendment No. 8, each Amendment No. 8 Revolving Lender shall be deemed to confirm to and agree with the other parties hereto as follows: (i) The Securities Intermediary such Amendment No. 8 Revolving Lender is legally authorized to enter into this Amendment No. 8 and the Amended Credit Agreement; (ii) such Amendment No. 8 Revolving Lender confirms that it has furnished received a copy of this Amendment No. 8 and the Amended Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 of the Amended Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment No. 8 and the Amended Credit Agreement; (iii) such Amendment No. 8 Revolving Lender will independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Amendment No. 8 and the Amended Credit Agreement; (iv) such Amendment No. 8 Revolving Lender appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Amendment No. 8, the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, respectively, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (v) such Amendment No. 8 Revolving ▇▇▇▇▇▇ agrees that it will perform in accordance with their terms all the obligations which by the terms of this Amendment No. 8 and the Amended Credit Agreement are required to be performed by it as the Amendment No. 8 Revolving Lender. (b) Upon (i) the execution of a counterpart of this Amendment No. 8 by the Amendment No. 8 Revolving Lenders, the Administrative Agent, the Borrower, the LC Issuers and Swing Line Lender and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each Amendment No. 8 Revolving Lender shall become a Lender under the most recent account statement issued Amended Credit Agreement, effective as of the Amendment No. 8 Effective Date. (c) Delivered herewith by each Amendment No. 8 Revolving Lender to the Securities Intermediary Administrative Agent are such forms, certificates or other evidence with respect to each of the Designated Accounts and the financial assets and cash balances held therein, identifying the financial assets held therein in a manner acceptable United States federal income tax withholding matters as such Amendment No. 8 Revolving Lender may be required to deliver to the Administrative Agent. Each such statement accurately reflects the assets held in such Designated Account as of the date thereof. (ii) The Securities Intermediary will, upon its receipt of each supplement Agent pursuant to the Security Agreement signed by the Pledgor and identifying one or more financial assets as "Pledged Collateral," enter into its records, including computer records, with respect to each Designated Account a notation with respect to any such financial asset so that such records and reports generated with respect thereto identify such financial asset as "PledgedAmended Credit Agreement." (iii) The Administrative Agent has delivered to the Securities Intermediary a list, signed by an authorized representative of the officers of the Administrative Agent authorized to give approvals or instructions under this Control Agreement (the "Authorized Representatives") and the Securities Intermediary shall be entitled to rely on communications from any such Authorized Representatives until the earlier of the termination of this Control Agreement in accordance with the terms hereof and notification by an Authorized Representative of a change in such list at any time.

Certain Agreements. (i) The Securities Intermediary has furnished to the Administrative Collateral Agent the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts and the financial assets and cash balances held therein, identifying the financial assets held therein in a manner acceptable to the Administrative Collateral Agent. Each such statement accurately reflects the assets held in such Designated Account as of the date thereof. (ii) The Securities Intermediary will, upon its receipt of each supplement to the Security Agreement signed by the Pledgor and identifying one or more financial assets as "Pledged Collateral," enter into its records, including computer records, with respect to each Designated Account a notation with respect to any such financial asset so that such records and reports generated with respect thereto identify such financial asset as "Pledged." (iii) The Administrative Collateral Agent has delivered to the Securities Intermediary a list, signed by an authorized representative of the officers of the Administrative Collateral Agent authorized to give approvals or instructions under this Control Agreement (the "Authorized Representatives") and the Securities Intermediary shall be entitled to rely on communications from any such Authorized Representatives until the earlier of the termination of this Control Agreement in accordance with the terms hereof and notification by an Authorized Representative of a change in such list at any time.

Certain Agreements. (i) The Securities Intermediary has furnished to the Administrative Collateral Agent the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts and the financial assets and cash balances held therein, identifying the financial assets held therein in a manner acceptable to the Administrative Collateral Agent. Each such statement accurately reflects the assets held in such Designated Account as of the date thereof. (ii) The Securities Intermediary will, upon its receipt of each supplement to the Security Agreement signed by the Pledgor and identifying one or more financial assets as "“Pledged Collateral," ” enter into its records, including computer records, with respect to each Designated Account a notation with respect to any such financial asset so that such records and reports generated with respect thereto identify such financial asset as "“Pledged."” (iii) The Administrative Collateral Agent has delivered to the Securities Intermediary a list, signed by an authorized representative of the officers of the Administrative Collateral Agent authorized to give approvals or instructions under this Control Agreement (the "“Authorized Representatives"”) and the Securities Intermediary shall be entitled to rely on communications from any such Authorized Representatives authorized officers until the earlier of the termination of this Control Agreement in accordance with the terms hereof and notification by an Authorized Representative of a change in such list at any time.

Certain Agreements. (i) The Securities Intermediary has furnished acknowledges receipt of a copy of the Escrow Agreement. (ii) The Securities Intermediary shall furnish to the Administrative Agent Trustee and the Pledgor the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts Account and the financial assets and cash balances held therein, identifying . The account statement for the financial assets Designated Account identifies the Escrowed Property held therein in a the manner acceptable set forth on Schedule I attached hereto. The Securities Intermediary represents and warrants to the Administrative Agent. Each Trustee that such account statement accurately reflects the assets held in such the Designated Account as of the date thereof. (iiiii) The Securities Intermediary will, upon its receipt of each any supplement to the Security Escrow Agreement signed by the Pledgor and identifying one or more security entitlements or other financial assets as "Pledged Collateral," Escrowed Property, enter into its records, including computer records, with respect to each the Designated Account a notation with respect to any such financial asset Escrowed Property so that such records and reports generated with respect thereto identify such financial asset the Escrowed Property as "Pledged." (iiiiv) The Administrative Agent Trustee has delivered to the Securities Intermediary a list, signed by an authorized representative representatives (the "Authorized Representatives") of the officers of the Administrative Agent Trustee authorized to give approvals or instructions under this Control Agreement (the "Authorized Representatives") including notices and other instructions under Section 9 hereof), and the Securities Intermediary shall be entitled to rely on communications from any such an Authorized Representatives Representative until the earlier of the termination of this Control Agreement in accordance with the terms hereof and or notification by an Authorized Representative of a change of Authorized Representatives, including in such list at any timeconnection with an assignment of the rights of the Trustee in accordance with Section 11 hereof.

Certain Agreements. (i) The Securities Intermediary acknowledges receipt of a copy of the Security Agreement. (ii) The Securities Intermediary has furnished to the Administrative Agent and the Pledgor the most recent account statement issued by the Securities Intermediary with respect to each of the Designated Accounts and the financial assets Investment Property and cash balances held therein, identifying . The account statement for each Designated Account identifies the financial assets Investment Collateral held therein in a the manner acceptable set forth on Schedule II annexed hereto. The Securities Intermediary represents and warrants to the Administrative Agent. Each Agent that each such statement accurately reflects the assets held in such Designated Account as of the date thereof. (iiiii) The Securities Intermediary will, upon its receipt of each supplement to the Security Agreement signed by the Pledgor and identifying one or more security entitlements or other financial assets as "Pledged Investment Collateral," enter into its records, including computer records, with respect to each Designated Account a notation with respect to any such financial asset Investment Collateral so that such records and reports generated with respect thereto identify such financial asset the Investment Collateral as "Pledged." (iiiiv) The Administrative Agent has delivered to the Securities Intermediary a list, signed by an authorized representative (the "Authorized Representative"), of the officers of the Administrative Agent authorized to give approvals or instructions under this Control Agreement (the "Authorized Representatives"including notices and other instructions under Section 12 hereof) and the Securities Intermediary shall be entitled to rely on communications from any such Authorized Representatives authorized officers until the earlier of (A) the termination of this Control Agreement in accordance with the terms hereof and hereof, with notification by an the Authorized Representative of a change such termination and (B) the assignment of the rights of the Secured Parties in such list at any timeaccordance with Section 12 hereof.