Common use of Control Requirements Clause in Contracts

Control Requirements. (a) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account or not issued by a Wholly-Owned Subsidiary), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (b) With respect to Letter of Credit Rights in excess of $5,000,000 individually or $10,000,000 in the aggregate included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall use commercially reasonable efforts to ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (c) With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall use commercially reasonable efforts to ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $5,000,000 individually or $10,000,000 in the aggregate.

Control Requirements. (a) With respect to any Uncertificated Security included in the Collateral (other than any Uncertificated Securities credited to a Securities Account or not issued by a Wholly-Owned SubsidiaryAccount), each Grantor shall cause the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (b) With respect to any Letter of Credit Rights in excess of $5,000,000 individually or $10,000,000 in the aggregate included in the Collateral (other than any Letter of Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest)) with a value exceeding $10,000,000 individually or $30,000,000 in the aggregate, Grantor shall promptly use commercially reasonable efforts to ensure that Collateral Agent has Control thereof by obtaining obtain the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (c) With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall use commercially reasonable efforts to ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $5,000,000 10,000,000 individually or $10,000,000 30,000,000 in the aggregate.

Control Requirements. (a) [Reserved]. (b) With respect to any Uncertificated Security of a Subsidiary of the Company included in the Collateral (other than any (x) Uncertificated Securities constituting (x) Collateral credited to a Securities Account or not and, (y) Uncertificated Securities constituting Specified Minority Investments and (z) Uncertificated Securities issued by a Wholly-Owned SubsidiaryImmaterial Foreign Subsidiaries), each Grantor shall cause cause, within the compliance period set forth in Section 4.05, the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (bc) With respect to Letter of any Letter-of-Credit Rights in excess of $5,000,000 individually or $10,000,000 in the aggregate included in the Collateral (other than any Letter of Letter-of-Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest)) with a value in excess of $35,000,000 individually, each Grantor shall use commercially reasonable efforts to ensure ensure, within the compliance period set forth in Section 4.05, that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (c) With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall use commercially reasonable efforts to ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $5,000,000 individually or $10,000,000 in the aggregate.

Control Requirements. (a) [Reserved]. (b) With respect to any Uncertificated Security of a Subsidiary of the Company included in the Collateral (other than any (x) Uncertificated Securities constituting Collateral credited to a Securities Account or not Account, (y) Uncertificated Securities constituting Specified Minority Investments and (z) Uncertificated Securities issued by a Wholly-Owned SubsidiaryImmaterial Foreign Subsidiaries), each Grantor shall cause cause, within the compliance period set forth in Section 4.05, the issuer of such Uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement substantially in the form of Exhibit B hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such Uncertificated Security without further consent by such Grantor. (bc) With respect to Letter of any Letter-of-Credit Rights in excess of $5,000,000 individually or $10,000,000 in the aggregate included in the Collateral (other than any Letter of Letter-of-Credit Rights constituting a Supporting Obligation for a Receivable in which the Collateral Agent has a valid and perfected security interest)) with a value in excess of $35,000,00070,000,000 individually, each Grantor shall use commercially reasonable efforts to ensure ensure, within the compliance period set forth in Section 4.05, that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (c) With respect to any Electronic Chattel Paper or “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) included in the Collateral, Grantor shall use commercially reasonable efforts to ensure that the Collateral Agent has Control thereof; provided, however, that such Control requirement shall not apply to any Electronic Chattel Paper or transferable record having a face amount of less than $5,000,000 individually or $10,000,000 in the aggregate.