Common use of Securities Collateral Clause in Contracts

Securities Collateral. Without limiting the generality of the foregoing Section 5(a), each Grantor agrees that (i) all (A) certificates or (B) Instruments with a fair market value in excess of $100,000, in each case, representing or evidencing the Securities Collateral, shall be delivered to and held by or on behalf of Secured Party (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent as agent for the Secured Party or, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, to the Second Lien Collateral Agent as agent for the Secured Party) pursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignments in blank, all in form and substance satisfactory to Required Holders and (ii) it will, upon obtaining any additional (A) Equity Interests in a Person that is, or becomes, a direct Material Subsidiary of such Grantor or (B) Indebtedness with a fair market value in excess of $100,000 (other than the Excluded Pledged Debt), promptly (and in any event within ten (10) Business Days) deliver to Secured Party a Pledge Supplement, duly executed by such Grantor, in respect of such additional Pledged Equity or Pledged Debt; provided, that the failure of any Grantor to execute a Pledge Supplement with respect to any additional Pledged Equity or Pledged Debt shall not impair the security interest of Secured Party therein or otherwise adversely affect the rights and remedies of Secured Party hereunder with respect thereto. Within ten (10) Business Days of each such acquisition, the representations and warranties contained in Section 4(f) hereof shall be deemed to have been made by such Grantor as to such Pledged Equity or Pledged Debt, whether or not such Pledge Supplement is delivered.

Securities Collateral. Without limiting the generality of the foregoing Section 5(a), each Grantor agrees that (i) all (A) certificates or (B) Instruments with a fair market value in excess of $100,000, in each case, representing or evidencing the Securities Collateral, Collateral shall be delivered to and held by or on behalf of Secured Party (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent as agent for the Secured Party orpursuant hereto, after within five (5) Business Days of the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligationsacquisition, to the Second Lien Collateral Agent as agent for the Secured Party) pursuant hereto incurrence or creation thereof, and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignments in blank, all in form and substance satisfactory to Required Holders the Secured Party and (ii) it will, upon obtaining any additional (A) Equity Interests in a Person that is, or becomes, a direct Material Subsidiary of such Grantor or (B) Indebtedness with a fair market value in excess of $100,000 (other than the Excluded Pledged Debt)Instruments, promptly (and in any event within ten five (105) Business Days) deliver to the Secured Party a Pledge Supplement, duly executed by such Grantor, in respect of such additional Pledged Equity or Pledged Debt; provided, provided that the failure of any Grantor to execute a Pledge Supplement with respect to any additional Pledged Equity or Pledged Debt shall not impair the security interest of the Secured Party therein or otherwise adversely affect the rights and remedies of the Secured Party hereunder with respect thereto. Within ten If any of the Collateral is or shall become evidenced or represented by an uncertificated security, such Grantor shall cause the issuer thereof either: (10x) Business Days to register the Secured Party as the registered owner of such uncertificated security, upon original issue or registration of transfer; or (y) to agree in writing with such Grantor and the Secured Party that such issuer will comply with instructions with respect to such uncertificated security originated by the Secured Party without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Secured Party. Upon each such acquisition, the representations and warranties contained in Section 4(f) hereof shall be deemed to have been made by such Grantor as to such Pledged Equity or Pledged Debt, whether or not such Pledge Supplement is delivered.

Securities Collateral. Without limiting the generality of the foregoing Section 5(a), each Grantor agrees that (i) all certificates or Instruments (A) certificates representing or evidencing Pledged Subsidiary Equity or Pledged Subsidiary Debt or (B) Instruments with a fair market value value, individually or in excess of the aggregate, exceeding $100,000, in each case, 500,000 representing or evidencing the Securities Collateral, Collateral (other than Pledged Subsidiary Equity or Pledged Subsidiary Debt) shall be delivered to and held by or on behalf of Secured Party (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent as agent for the Secured Party or, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, to the Second Lien Collateral Agent as agent for the Secured Party) pursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignments assignment in blank, all in form and substance satisfactory to Required Holders Secured Party and (ii) it will, upon obtaining any additional (A) Equity Interests in a Person that is, or becomes, a direct Material Subsidiary of such Grantor or (B) Indebtedness with a fair market value in excess of $100,000 (other than the Excluded Pledged Debt)Indebtedness, promptly (and in any event within ten (10) Business Days) deliver to Secured Party a Pledge Supplement, duly executed by such Grantor, in respect of such additional Pledged Equity or Pledged Debt; provided, that the failure of any Grantor to execute a Pledge Supplement with respect to any additional Pledged Equity or Pledged Debt shall not impair the security interest of Secured Party therein or otherwise adversely affect the rights and remedies of Secured Party hereunder with respect thereto. Within ten (10) Business Days of Upon each such acquisition, the representations and warranties contained in Section 4(f) hereof shall be deemed to have been made by such Grantor as to such Pledged Equity or Pledged Debt, whether or not such Pledge Supplement is delivered.

Securities Collateral. Without limiting the generality of the foregoing Section 5(a)) but subject to the limitations contained therein, each Grantor agrees that (i) all (A) certificates or Instruments (Bexcluding checks and promissory notes obtained in the ordinary course of business) Instruments with a fair market value in excess of $100,000, in each case, representing or evidencing the Securities Collateral, Collateral shall be delivered to and held by or on behalf of Secured Party (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent as agent for the Secured Party or, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, to the Second Lien Collateral Agent as agent for the Secured Party) pursuant hereto hereto-and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignments assignment in blank, all in form and substance satisfactory to Required Holders Secured Party and (ii) it will, upon obtaining any additional (A) Equity Interests in a Person that is, or becomes, a direct Material Subsidiary of such Grantor or (B) Indebtedness with a fair market value in excess of $100,000 (other than the Excluded Pledged Debt)Indebtedness, promptly (and in any event within ten (10) five Business Days, in the case of Equity Interests in a Subsidiary or Joint Venture of Holdings or any of its Subsidiaries or Indebtedness with an aggregate outstanding balance (including principal, accrued interest, accrued fees and other amounts then owing) exceeding $500,000, otherwise, no later than the date of delivery of the next Compliance Certificate delivered more than five Business Days after such Equity Interests or Indebtedness was obtained) deliver to Secured Party a Pledge Supplement, duly executed by such Grantor, in respect of such additional Pledged Equity or Pledged Debt, which Pledge Supplement shall be accompanied by the items described in clause (i) above; provided, that the failure of any Grantor to execute a Pledge Supplement with respect to any additional Pledged Equity or Pledged Debt shall not impair the security interest of Secured Party therein or otherwise adversely affect the rights and remedies of Secured Party hereunder with respect thereto. Within ten (10) Business Days of Upon each such acquisition, the representations and warranties contained in Section 4(f) hereof shall be deemed to have been made by such Grantor as to such Pledged Equity or Pledged Debt, whether or not such Pledge Supplement is delivered.

Securities Collateral. Without limiting the generality of the foregoing Section 5(a), each Grantor agrees that (i) all (A) certificates or (B) Instruments with a fair market value in excess of $100,000, in each case, representing or evidencing the Securities Collateral, shall be delivered to and held by or on behalf of Secured Party (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent as agent for the Secured Party or, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, to the Second Lien Collateral Agent as agent for the Secured Party) pursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignments in blank, all in form and substance satisfactory to Required Holders and (ii) it will, upon obtaining any additional (A) Equity Interests in a Person that is, or becomes, a direct Material Subsidiary of such Grantor or (B) Indebtedness with a fair market value in excess of $100,000 (other than the Excluded Pledged Debt), promptly (and in any event within ten (10) Business Days) deliver to Secured Party a Pledge Supplement, duly executed by such Grantor, in respect of such additional Pledged Equity or Pledged Debt; provided, that the failure of any Grantor to execute a Pledge Supplement with respect to any additional Pledged Equity or Pledged Debt shall not impair the security interest of Secured Party therein or otherwise adversely affect the rights and remedies of Secured Party hereunder with respect thereto. Within ten (10) Business Days of each such acquisition, the representations and warranties contained in Section 4(f) hereof shall be deemed to have been made by such Grantor as to such Pledged Equity or Pledged Debt, whether or not such Pledge Supplement is delivered.

Securities Collateral. Without limiting the generality of the foregoing Section 5(a), each Grantor agrees that (i) all (A) certificates or (B) Instruments with a fair market value in excess of $100,000, in each case, representing or evidencing the Securities Collateral, shall be delivered to and held by or on behalf of Secured Party (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent as agent for the Secured Party or, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, to the Second Lien Collateral Agent as agent for the Secured Party) pursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignments in blank, all in form and substance satisfactory to Required Holders and (ii) it will, upon obtaining any additional (A) Equity Interests in a Person that is, or becomes, a direct Material Subsidiary of such Grantor or (B) Indebtedness with a fair market value in excess of $100,000 (other than the Excluded Pledged Debt), promptly (and in any event within ten (10) Business Days) deliver to Secured Party a Pledge Supplement, duly executed by such Grantor, in respect of such additional Pledged Equity or Pledged Debt; provided, that the failure of any Grantor to execute a Pledge Supplement with respect to any additional Pledged Equity or Pledged Debt shall not impair the security interest of Secured Party therein or otherwise adversely affect the rights and remedies of Secured Party hereunder with respect thereto. Within ten (10) Business Days of each such acquisition, the representations and warranties contained in Section 4(f) hereof shall be deemed to have been made by such Grantor as to such Pledged Equity or Pledged Debt, whether or not such Pledge Supplement is delivered.

Securities Collateral. Without limiting the generality of the foregoing Section 5(a)) but subject to the limitations contained therein, each Grantor agrees that (i) subject to the provisions of Section 4(b), all (A) certificates or Instruments (Bexcluding checks and promissory notes obtained in the ordinary course of business) Instruments with a fair market value in excess of $100,000, in each case, representing or evidencing the Securities Collateral, Collateral shall be delivered to and held by or on behalf of Secured Party (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent as agent for the Secured Party or, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, to the Second Lien Collateral Agent as agent for the Secured Party) pursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignments assignment in blank, all in form and substance satisfactory to Required Holders Secured Party and (ii) it will, upon obtaining any additional (A) Equity Interests in a Person that is, or becomes, a direct Material Subsidiary of such Grantor or (B) Indebtedness with a fair market value in excess of $100,000 (other than the Excluded Pledged Debt)Indebtedness, promptly (and in any event within ten (10) five Business Days, in the case of Equity Interests in a Subsidiary or Joint Venture of Holdings or any of its Subsidiaries or Indebtedness with an aggregate outstanding balance (including principal, accrued interest, accrued fees and other amounts then owing) exceeding $500,000, otherwise, no later than the date of delivery of the next Compliance Certificate delivered more than five Business Days after such Equity Interests or Indebtedness was obtained) deliver to Secured Party a Pledge Supplement, duly executed by such Grantor, in respect of such additional Pledged Equity or Pledged Debt, which Pledge Supplement shall be accompanied by the items described in clause (i) above; provided, that the failure of any Grantor to execute a Pledge Supplement with respect to any additional Pledged Equity or Pledged Debt shall not impair the security interest of Secured Party therein or otherwise adversely affect the rights and remedies of Secured Party hereunder with respect thereto. Within ten (10) Business Days of Upon each such acquisition, the representations and warranties contained in Section 4(f) hereof shall be deemed to have been made by such Grantor as to such Pledged Equity or Pledged Debt, whether or not such Pledge Supplement is delivered.

Securities Collateral. Without limiting (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Assignor shall be entitled to exercise any and all voting and other consensual rights pertaining to the generality Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, this Agreement or any other Secured Debt Agreement; provided, however, that no Assignor shall in any event exercise such rights in any manner which could violate this Agreement. (ii) Each Assignor shall be entitled to receive and retain, and to utilize free and clear of the Liens hereof, any and all Distributions, but only if and to the extent made in accordance with the provisions of this Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Collateral and shall, if received by any Assignor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Assignor and be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement). (iii) The Collateral Agent shall be deemed without further action or formality to have granted to each Assignor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Assignor and at the sole cost and expense of the Assignors, from time to time execute and deliver (or cause to be executed and delivered) to such Assignor all such instruments as such Assignor may reasonably request in order to permit such Assignor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 3.8(a)(i) and to receive the Distributions which it is authorized to receive and retain pursuant to Section 3.8(a)(ii). (b) Upon the occurrence and during the continuance of any Event of Default: (i) All rights of each Assignor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 3.8(a)(i) shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Assignor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 3.8(a)(ii) shall cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Collateral such Distributions. (iii) Each Assignor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 3.8(b)(i) and to receive all Distributions which it may be entitled to receive under Section 3.8(b)(ii) hereof. (iv) All Distributions which are received by any Assignor contrary to the provisions of Section 3.8(b)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Assignor and shall immediately be paid over to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement). (c) No Assignor is in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any agreement to which such Assignor is a party relating to the Pledged Securities pledged by it, and such Assignor is not in violation of any other provisions of any such agreement to which such Assignor is a party, or otherwise in default or violation thereunder. No Securities Collateral pledged by such Assignor is subject to any defense, offset or counterclaim, nor have any of the foregoing Section 5(a)been asserted or alleged against such Assignor by any person with respect thereto, each Grantor agrees that (i) all (A) certificates and as of the date hereof, there are no certificates, instruments, documents or (B) Instruments with a fair market value in excess of $100,000, in each case, representing or evidencing the Securities Collateral, shall be delivered to and held by or on behalf of Secured Party (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent as agent for the Secured Party or, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, to the Second Lien Collateral Agent as agent for the Secured Party) pursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall be accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignments in blank, all in form and substance satisfactory to Required Holders and (ii) it will, upon obtaining any additional (A) Equity Interests in a Person that is, or becomes, a direct Material Subsidiary of such Grantor or (B) Indebtedness with a fair market value in excess of $100,000 other writings (other than the Excluded Organizational Documents and certificates, if any, delivered to the Collateral Agent) which evidence any Pledged Debt), promptly (and in any event within ten (10) Business Days) deliver to Secured Party a Pledge Supplement, duly executed by such Grantor, in respect Securities of such additional Pledged Equity or Pledged Debt; provided, that Assignor. (d) In the failure of any Grantor to execute a Pledge Supplement with respect to any additional Pledged Equity or Pledged Debt shall not impair the security interest of Secured Party therein or otherwise adversely affect the rights and remedies of Secured Party hereunder with respect thereto. Within ten (10) Business Days case of each Assignor which is an issuer of Securities Collateral, such acquisitionAssignor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable to it. (e) In the case of each Assignor which is a partner in a partnership, limited liability company or other entity, such Assignor hereby consents to the representations extent required by the applicable Organizational Document to the pledge by each other Assignor, pursuant to the terms hereof, of the Pledged Interests in such partnership, limited liability company or other entity and, upon the occurrence and warranties contained in Section 4(f) hereof shall be deemed during the continuance of an Event of Default, to have been made by such Grantor as to the transfer of such Pledged Equity Interests to the Collateral Agent or Pledged Debtits nominee and to the substitution of the Collateral Agent or its nominee as a substituted partner or member in such partnership, whether limited liability company or not such Pledge Supplement is deliveredother entity with all the rights, powers and duties of a general partner or a limited partner or member, as the case may be.