Common use of Security Entitlements Clause in Contracts

Security Entitlements. (i) All Security Entitlements owned by the Company shall be held, upon or promptly after receipt thereof, in one or more Controlled Securities Accounts; provided, that this Section 11(c)(i) shall not apply to any Security Entitlements maintained in (i) any Securities Account to the extent that the aggregate value of the Security Entitlements held in such Securities Account does not exceed $5,000,000; and provided further that the aggregate value of all Securities Entitlements owned by the Company and held in all its Securities Accounts (other than Securities Accounts that satisfy the applicable conditions set forth in clauses (E), (F) and (G) of the proviso at the end of Section 3(a)) that are not Controlled Securities Accounts shall not at any time be in excess of $10,000,000 and (ii) any Securities Accounts that satisfy the applicable conditions set forth in clauses (E), (F) and (G) of the proviso at the end of Section 3(a). The provisions of this subsection are subject to Section 14(c). (ii) Each Lien Grantor agrees that it will provide the Agent with prompt written notice (and in any case within 20 days) of the opening of any new Securities Accounts and any such notice shall be deemed to be an automatic amendment to Schedule 3 hereto to include such account. (iii) The Company represents, warrants and covenants that (i) Schedule 6 lists, as of the Effective Date, all Controlled Securities Accounts and (ii) each Controlled Securities Account will be operated as provided in Section 13.

Security Entitlements. (i) All Security Entitlements owned by the Company each Lien Grantor shall be held, upon or promptly after receipt thereof, in one or more Controlled Securities Accounts; provided, that this Section 11(c)(i) shall not apply to any Security Entitlements maintained in (ix) any Securities Account to the extent that the aggregate value of the Security Entitlements held in such Securities Account does not exceed $5,000,000; and provided further that the aggregate value of all Securities Entitlements owned by the Company all Lien Grantors and held in all its Securities Accounts (other than Securities Accounts described in clause (y) or (z) below) that satisfy are not Controlled Securities Accounts shall not at any time be in excess of $10,000,000, (y) any Securities Account that satisfies the applicable conditions set forth in clauses (E), (F) and (G) of the proviso at the end of Section 3(a)) that are not Controlled Securities Accounts shall not at any time be in excess of $10,000,000 and or (iiz) any Securities Accounts that satisfy Account consisting solely of Security Entitlements collected and held by such Lien Grantor on behalf and for the applicable conditions set forth in clauses (E), (F) and (G) benefit of the proviso at the end of Section 3(a)Insurance Subsidiaries. The provisions of this subsection are subject to Section 14(c). (ii) Each Lien Grantor agrees that it will provide the Agent with prompt written notice (and in any case within 20 days) of the opening of any new Securities Accounts and any such notice shall be deemed to be an automatic amendment to Schedule 3 hereto to include such account. (iii) The Company Each Lien Grantor represents, warrants and covenants that (ix) Schedule 6 lists, as of the Effective Date, all Controlled Securities Accounts and Accounts, (iiy) each Controlled Securities Account will be operated as provided in Section 13, and (z) except to the extent not required by clause (i) above, it will provide the Agent with prompt written notice that any Account meets the requirements of a Controlled Securities Account, any such notice shall be deemed an automatic amendment to Schedule 6 hereto to include such Account, and such Lien Grantor shall enter into an Account Control Agreement with respect to such Account within 30 days of such Account meeting such requirements (unless the Agent, in its discretion, shall have agreed in writing to a longer period).

Security Entitlements. (i) All Within 15 days (or such longer period, not exceeding 60 days, as the Collateral Agent may approve, such approval not to be unnecessarily withheld) after the later of the Effective Date and the date this Agreement becomes effective as to such Debtor, such Debtor will, with respect to each Security Entitlements Entitlement then owned by it, enter into (and cause the Company shall be held, upon or promptly after receipt thereof, relevant Securities Intermediary to enter into) a Securities Account Control Agreement in one or more Controlled Securities Accounts; provided, that this Section 11(c)(i) shall not apply to any respect of such Security Entitlements maintained in (i) any Entitlement and the Securities Account to which the extent that the aggregate value of the Security Entitlements held in underlying Financial Asset is credited and will deliver such Securities Account does not exceed $5,000,000; and provided further that Control Agreement to the aggregate value of all Securities Entitlements owned by Collateral Agent (which shall enter into the Company and held in all its Securities Accounts (same). Thereafter, whenever such Debtor acquires any other than Securities Accounts that satisfy Security Entitlement, such Debtor will, as promptly as practicable, cause the applicable conditions set forth in clauses (E), (F) and (G) of the proviso at the end of Section 3(a)) that are not underlying Financial Asset to be credited to a Controlled Securities Accounts shall not at any time be in excess of $10,000,000 and (ii) any Securities Accounts that satisfy the applicable conditions set forth in clauses (E), (F) and (G) of the proviso at the end of Section 3(a)Account. The provisions of this subsection are subject to Section 14(c7(d). (ii) Each So long as the Financial Asset underlying any Security Entitlement owned by such Debtor is credited to a Controlled Securities Account, (x) the Lien Grantor agrees that it on such Security Entitlement will provide the Agent with prompt written notice be perfected, subject to no prior Liens or rights of others (except Liens and in any case within 20 days) rights of the opening relevant Securities Intermediary that are Permitted Liens), (y) the Collateral Agent will have Control of such Security Entitlement and (z) no meritorious action based on an adverse claim to such Security Entitlement or such Financial Asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may be asserted against the Collateral Agent or any new Securities Accounts and any such notice shall be deemed to be an automatic amendment to Schedule 3 hereto to include such accountother Secured Party. (iii) The Company representsIn respect of all Security Entitlements owned by such Debtor, warrants and covenants that (i) Schedule 6 lists, as of the Effective Date, all Controlled Securities Accounts and to which the related Financial Assets are credited, the Securities Intermediary's jurisdiction (ii) each Controlled Securities Account will be operated determined as provided in UCC Section 138-110(e)) will at all times be located in the United States.

Security Entitlements. (i) All Security Entitlements owned by the Company each Lien Grantor shall be held, upon or promptly after receipt thereof, in one or of more Controlled Securities Accounts; provided, that this Section 11(c)(i) shall not apply to any Security Entitlements maintained in (ix) any Securities Account to the extent that the aggregate value of the Security Entitlements held in such Securities Account does not exceed $5,000,000; and provided further that the aggregate value of all Securities Entitlements owned by the Company all Lien Grantors and held in all its Securities Accounts (other than Securities Accounts that satisfy the applicable conditions set forth in clauses (E), (F) and (G) of the proviso at the end of Section 3(a)) that are not Controlled Securities Accounts shall not at any time be in excess of $10,000,000 and (iiy) any Securities Accounts that satisfy the applicable conditions set forth in clauses (E), (F) and (G) of the proviso at the end of Section 3(a). The provisions of this subsection are subject to Section 14(c).” (ii) Each Lien Grantor agrees that it will provide the Agent with prompt written notice (and Section 11(c)(iii) is hereby amended to state in any case within 20 days) of the opening of any new Securities Accounts and any such notice shall be deemed to be an automatic amendment to Schedule 3 hereto to include such account.its entirety as follows: (iii) The Company Each Lien Grantor represents, warrants and covenants that (ix) Schedule 6 lists, as of the Amendment No. 3 Effective Date, all Controlled Securities Accounts and Accounts, (iiy) each Controlled Securities Account will be operated as provided in Section 13, and (z) it will provide the Agent with prompt written notice that any Account meets the requirements of a Controlled Securities Account, any such notice shall be deemed an automatic amendment to Schedule 6 hereto to include such Account, and such Lien Grantor shall enter into an Account Control Agreement with respect to such Account.”

Security Entitlements. (i) All Security Entitlements owned by the Company each Lien Grantor shall be held, upon or promptly after receipt thereof, in one or more Controlled Securities Accounts; provided, that this Section 11(c)(i) shall not apply to any Security Entitlements maintained in (ix) any Securities Account to the extent that the aggregate value of the Security Entitlements held in such Securities Account does not exceed $5,000,000; and provided further that the aggregate value of all Securities Entitlements owned by the Company all Lien Grantors and held in all its Securities Accounts (other than Securities Accounts described in clause (y) or (z) below) that satisfy are not Controlled Securities Accounts shall not at any time be in excess of $10,000,000, (y) any Securities Account that satisfies the applicable conditions set forth in clauses (E), (F) and (G) of the proviso at the end of Section 3(a)) that are not Controlled Securities Accounts shall not at any time be in excess of $10,000,000 and or (iiz) any Securities Accounts that satisfy Account consisting solely of Security Entitlements collected and held by such Lien Grantor on behalf and for the applicable conditions set forth in clauses (E), (F) and (G) benefit of the proviso at the end of Section 3(a)Insurance Subsidiaries. The provisions of this subsection are subject to Section 14(c). (ii) Each Lien Grantor agrees that it will provide the Collateral Agent with prompt written notice (and in any case within 20 days) of the opening of any new Securities Accounts and any such notice shall be deemed to be an automatic amendment to Schedule 3 hereto to include such account. (iii) The Company Each Lien Grantor represents, warrants and covenants that (ix) Schedule 6 lists, as of the Effective Issue Date, all Controlled Securities Accounts and Accounts, (iiy) each Controlled Securities Account will be operated as provided in Section 13, and (z) except to the extent not required by clause (i) above, it will provide the Collateral Agent with prompt written notice that any Account meets the requirements of a Controlled Securities Account, any such notice shall be deemed an automatic amendment to Schedule 6 hereto to include such Account, and such Lien Grantor shall enter into an Account Control Agreement with respect to such Account within 30 days of such Account meeting such requirements (unless the Agent under the Credit Agreement, in its discretion, shall have agreed in writing to a longer period).