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), 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) 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.