Common use of Other Perfection, etc Clause in Contracts

Other Perfection, etc. Each Loan Party shall, at any time and from time to time, take such steps as the Collateral Agent may reasonably request for the Collateral Agent (i) to obtain an acknowledgment, in form and substance reasonably satisfactory to the Collateral Agent, of any bailee having possession of any of the Collateral in excess of $1,000,000 and not having otherwise entered into a subordination agreement for the benefit of the Collateral Agent, stating that the bailee holds such Collateral for the Collateral Agent, (ii) to obtain “control” of any Investment Property, deposit accounts, letter-of-credit rights, or Electronic Chattel Paper constituting Revolving Facility First Lien Collateral (as such terms are defined by Article 9 of the UCC with corresponding provisions thereof defining what constitutes “control” for such items of Collateral) in excess of $1,000,000 individually and $10,000,000 in the aggregate, with any agreements establishing control to be in form and substance reasonably satisfactory to the Collateral Agent, and (iii) otherwise to insure the continued perfection and priority of the Collateral Agent’s security interest in any of the Collateral (to the extent required hereunder) and of the preservation of its rights therein. If any Loan Party shall at any time, acquire a Commercial Tort Claim with an expected value of at least $1,000,000 individually and $10,000,000 in the aggregate, such Loan Party shall promptly notify the Collateral Agent thereof in a writing, therein providing a reasonable description and summary thereof, and upon delivery thereof to the Collateral Agent, such Loan Party shall be deemed to thereby grant to the Collateral Agent (and such Loan Party hereby grants to the Collateral Agent) a security interest and Lien in and to such Commercial Tort Claim and all proceeds thereof, all upon the terms of and governed by this Agreement.

Other Perfection, etc. Each Loan Party shall, The Grantors shall at any time and from time to time, time take such steps as the Collateral Agent may reasonably request for the Collateral Agent (ia) to obtain an acknowledgment, in form and substance reasonably satisfactory to the Collateral Agent, of any bailee having possession of any of the Collateral in excess of $1,000,000 and not having otherwise entered into a subordination agreement for the benefit of the Collateral Agent, stating that the bailee holds such Collateral for the Collateral Agent, (iib) to obtain “control” (as defined in the STA) of any Investment PropertyDeposit Accounts, deposit securities accounts, letterConcentration Accounts, Letter-of-credit rightsCredit Rights, investment property, or Electronic Chattel Paper constituting Revolving Facility First Lien Collateral (as such terms are defined by Article 9 of the UCC with corresponding provisions thereof defining what constitutes “control” for such items of Collateral) in excess of $1,000,000 individually and $10,000,000 in the aggregateelectronic chattel paper, with any agreements establishing control to be in form and substance reasonably satisfactory to the Collateral AgentAgent (and which may also be for the benefit of the agent for the Term Loan), and (iiic) otherwise to insure the continued perfection and priority of the Collateral Agent’s security interest Security Interest in any of the Collateral (to with the extent required hereunder) priority described in Section 2.3 and of the preservation of its rights therein. If any Loan Party shall at any timeThe Grantors acknowledge that notwithstanding anything to the contrary contained therein, acquire a Commercial Tort Claim with an expected value of at least $1,000,000 individually the Blocked Account Agreements, Credit Card Notifications, and $10,000,000 in landlord waivers and consents previously executed and delivered to, or for the aggregatebenefit of, such Loan Party shall promptly notify the Collateral Agent thereof shall remain in full force and effect until all Secured Obligations (including, without limitation, on account of the obligations owed by the Facility Guarantors under the Facility Guarantor Security Documents) are paid in full, the Lenders have no further commitment to lend, the Letter of Credit Outstandings have been reduced to zero or fully cash collateralized in a writing, therein providing a reasonable description manner reasonably satisfactory to the Issuing Banks and summary thereof, and upon delivery thereof to the Collateral Agent, such Loan Party shall be deemed and the Issuing Banks have no further obligation to thereby grant issue Letters of Credit under the Credit Agreement, and any Obligations related to Letters of Credit, Cash Management Services or Bank Products have been fully cash collateralized in a manner reasonably satisfactory to the Collateral Agent (and respective Lender to whom such Loan Party hereby grants to the Collateral Agent) a security interest and Lien in and to such Commercial Tort Claim and all proceeds thereof, all upon the terms of and governed by this AgreementObligations are owed.

Other Perfection, etc. Each Loan Party shall, The Grantors shall at any time and from time to time, time take such steps as the Collateral Agent may reasonably request for the Collateral Agent (ia) to obtain an acknowledgment, in form and substance reasonably satisfactory to the Collateral Agent, of any bailee having possession of any of the Collateral in excess of $1,000,000 and not having otherwise entered into a subordination agreement for the benefit of the Collateral Agent, stating that the bailee holds such Collateral for the Collateral Agent, (iib) to obtain “controlControl” of any Deposit Accounts, Securities Accounts, Concentration Accounts, Letter-of-Credit Rights, Investment Property, deposit accounts, letter-of-credit rights, or Electronic Chattel Paper constituting Revolving Facility First Lien Collateral (as such terms are defined by Article 9 of the UCC with corresponding provisions thereof defining what constitutes “control” for such items of Collateral) in excess of $1,000,000 individually and $10,000,000 in the aggregatechattel paper, with any agreements establishing control to be in form and substance reasonably satisfactory to the Collateral AgentAgent (and which may also be for the benefit of the agent for the Term Loan), and (iiic) otherwise to insure the continued perfection and priority of the Collateral Agent’s security interest Security Interest in any of the Collateral (to with the extent required hereunder) priority described in Section 3.3 and of the preservation of its rights therein. If any Loan Party shall at any timeThe Grantors acknowledge that notwithstanding anything to the contrary contained therein, acquire a Commercial Tort Claim with an expected value of at least $1,000,000 individually the Blocked Account Agreements, Credit Card Notifications, and $10,000,000 in landlord waivers and consents previously executed and delivered to, or for the aggregatebenefit of, such Loan Party shall promptly notify the Collateral Agent thereof shall remain in full force and effect until all Secured Obligations (including, without limitation, on account of the obligations owed by the Facility Guarantors under the Facility Guarantor Security Documents) are paid in full, the Lenders have no further commitment to lend, the Letter of Credit Outstandings have been reduced to zero or fully cash collateralized in a writing, therein providing a reasonable description manner reasonably satisfactory to the Issuing Banks and summary thereofthe Administrative Agent, and upon delivery thereof the Issuing Banks have no further obligation to issue Letters of Credit under the Credit Agreement, and any Obligations related to Letters of Credit, Cash Management Services or Bank Products have been fully cash collateralized in a manner reasonably satisfactory to the Collateral Agent, respective Lender to whom such Loan Party shall be deemed to thereby grant to the Collateral Agent (and such Loan Party hereby grants to the Collateral Agent) a security interest and Lien in and to such Commercial Tort Claim and all proceeds thereof, all upon the terms of and governed by this AgreementObligations are owed.

Other Perfection, etc. Each Subject to the Intercreditor Agreement and Sections 6.1(a) and (c) herein, each Loan Party shall, at any time and from time to time, shall take all such steps as the Collateral Agent may reasonably request for the Collateral Agent (i) to obtain an acknowledgment, in form and substance reasonably satisfactory to the Collateral Agent, of any bailee having possession of any of the Collateral in excess of $1,000,000 and not having otherwise entered into a subordination agreement for the benefit of the Collateral AgentCollateral, stating that the bailee holds such Collateral for the Collateral Agent, (ii) to obtain “control” of any Investment Property, deposit accounts, letter-of-credit rights, or Electronic Chattel Paper constituting Revolving Facility First Lien Collateral (as such terms are defined by Article 9 of the UCC with corresponding provisions thereof defining what constitutes “control” for such items of Collateral) in excess ), if the aggregate face value of all such items shall not at any time exceed $1,000,000 individually and $10,000,000 in the aggregate1,000,000, with any agreements establishing control to be in form and substance reasonably satisfactory to the Collateral Agent, and (iii) otherwise to insure the continued perfection and priority of the Collateral Agent’s security interest in any of the Collateral (to the extent required hereunder) and of the preservation of its rights therein. If any Loan Party shall at any time, acquire a Commercial Tort Claim with an expected value in excess of at least $1,000,000 individually and $10,000,000 in the aggregate5,000,000, such Loan Party shall promptly notify the Collateral Agent thereof in a writing, therein providing a reasonable description and summary thereof, and upon delivery thereof to the Collateral Agent, such Loan Party shall be deemed to thereby grant to the Collateral Agent (and such Loan Party hereby grants to the Collateral Agent) a security interest and Lien in and to such Commercial Tort Claim and all proceeds thereof, all upon the terms of and governed by this Agreement.

Other Perfection, etc. Each Loan Party Grantor shall, at any time and from time to timetime (i) notify, take in form reasonably satisfactory to the Collateral Agent, any warehouseman, bailee, or any of such steps as Grantor’s agents or processors having possession of any Collateral consisting of Inventory or Equipment with a Fair Market Value in excess of $1,000,000 (calculated based on the Grantor’s estimate of the Fair Market Value of the Inventory or Equipment to be possessed by such warehouseman, bailee, agent or processor over the course of any calendar year on a weighted average basis) of the security interest of the Collateral Agent may reasonably request for in such Collateral (with a copy of such notice sent to the Collateral Agent Agent), (iii) use its commercially reasonable efforts to obtain an acknowledgment, in form and substance reasonably satisfactory to the Collateral Agent, of from such warehouseman, bailee, agent or processor (other than with respect to any bailee having possession of any of Intercreditor Collateral, unless the ABL Collateral in excess of $1,000,000 Agent, if any, shall also have obtained such acknowledgement from such warehouseman, bailee, agent or processor) and not having otherwise entered into a subordination agreement for the benefit of the Collateral Agent, stating that the bailee warehouseman, bailee, agent or processor holds such Collateral for the Collateral Agent, subject to each Intercreditor Agreement (iiif any) and (iii) take such steps as are necessary or as the Collateral Agent may reasonably request (A) for the Collateral Agent to obtain “control” of any Investment PropertyProperty Collateral, deposit accounts, letter-of-credit rights, or Electronic Chattel Paper constituting Revolving Facility First Lien Collateral (as such terms terms, to the extent they are undefined herein, are defined by Article 9 of the UCC with corresponding provisions thereof defining what constitutes “control” for such items of Collateral) constituting Noteholder First Lien Collateral in excess of $1,000,000 individually and $10,000,000 in the aggregate500,000 (other than Investment Property Collateral constituting Equity Interests of a Subsidiary for which no minimum dollar amount shall apply), excluding any Excluded Assets, with any agreements establishing control to be in form and substance reasonably satisfactory to the Collateral Agent, Agent and (iiiB) to otherwise to insure ensure the continued perfection and priority of the Collateral Agent’s security interest in any of the Collateral (to the extent required hereunder) and of the preservation of its rights therein. If The $500,000 threshold described in clause (iii)(A) of the preceding sentence as it relates to any Loan Party deposit account shall at any time, acquire a Commercial Tort Claim with an expected value of at least $1,000,000 individually and $10,000,000 in the aggregate, such Loan Party shall promptly notify the Collateral Agent thereof in a writing, therein providing a reasonable description and summary thereof, and upon delivery thereof be measured by reference to the Collateral Agent, closing balance of such Loan Party shall be deemed to thereby grant to the Collateral Agent (and such Loan Party hereby grants to the Collateral Agent) a security interest and Lien in and to such Commercial Tort Claim and all proceeds thereof, all upon the terms deposit account as of and governed by this Agreementeach Business Day.

Other Perfection, etc. Each Loan Party Grantor shall, at any time and from time to timetime (i) notify, take in form reasonably satisfactory to the Collateral Agent, any warehouseman, bailee, or any of such steps as Grantor’s agents or processors having possession of any Collateral consisting of Inventory or Equipment with a Fair Market Value in excess of $1,000,000 (calculated based on the Grantor’s estimate of the Fair Market Value of the Inventory or Equipment to be possessed by such warehouseman, bailee, agent or processor over the course of any calendar year on a weighted average basis) of the security interest of the Collateral Agent may reasonably request for in such Collateral (with a copy of such notice sent to the Collateral Agent Agent), (iii) use its commercially reasonable efforts to obtain an acknowledgment, in form and substance reasonably satisfactory to the Collateral Agent, of from such warehouseman, bailee, agent or processor (other than with respect to any bailee having possession of any of Intercreditor Collateral, unless the Collateral in excess of $1,000,000 agent thereunder, if any, shall also have obtained acknowledgement from such warehousemen, bailee, agent or processor) and not having otherwise entered into a subordination agreement for the benefit of the Collateral Agent, stating that the bailee warehouseman, bailee, agent or processor holds such Collateral for the Collateral Agent, subject to the Closing Date Intercreditor Agreement and (iiiii) take such steps as are necessary or as the Collateral Agent may reasonably request (A) for the Collateral Agent to obtain “control” of any Investment PropertyProperty Collateral, deposit accounts, letter-of-credit rights, or Electronic Chattel Paper constituting Revolving Facility First Lien Collateral (as such terms terms, to the extent they are undefined herein, are defined by Article 9 of the UCC with corresponding provisions thereof defining what constitutes “control” for such items of Collateral) constituting Collateral in excess of $500,000 (other than (i) Investment Property Collateral constituting Equity Interests of a Subsidiary for which no minimum dollar amount shall apply and (ii) the deposit account at Danske Bank A/S (CVR 00000000) so long as the aggregate amount of cash and Cash Equivalents held in such account do not exceed $1,000,000 individually and $10,000,000 in at any time outstanding; provided that to the aggregateextent the Grantors directly or indirectly, create, incur or suffer to exist any Lien over such account to secure the Senior Secured Notes or any other Indebtedness, the Obligations are also secured by a first priority Lien on such account until such time as such Indebtedness is no longer secured by such Lien), excluding any Excluded Assets, with any agreements establishing control to be in form and substance reasonably satisfactory to the Collateral Agent, Agent and (iiiB) to otherwise to insure ensure the continued perfection and priority of the Collateral Agent’s security interest in any of the Collateral (to the extent required hereunder) and of the preservation of its rights therein. If The $500,000 threshold described in clause (iii)(A) of the preceding sentence as it relates to any Loan Party deposit account shall at any time, acquire a Commercial Tort Claim with an expected value of at least $1,000,000 individually and $10,000,000 in the aggregate, such Loan Party shall promptly notify the Collateral Agent thereof in a writing, therein providing a reasonable description and summary thereof, and upon delivery thereof be measured by reference to the Collateral Agent, closing balance of such Loan Party shall be deemed to thereby grant to the Collateral Agent (and such Loan Party hereby grants to the Collateral Agent) a security interest and Lien in and to such Commercial Tort Claim and all proceeds thereof, all upon the terms deposit account as of and governed by this Agreementeach Business Day.

Other Perfection, etc. Each Loan Party Grantor shall, at any time and from time to timetime (i) notify, take in form reasonably satisfactory to the Collateral Agent, any warehouseman, bailee, or any of such steps as Grantor’s agents or processors having possession of any Collateral consisting of Inventory or Equipment with a Fair Market Value in excess of $1,000,000 (calculated based on the Grantor’s estimate of the Fair Market Value of the Inventory or Equipment to be possessed by such warehouseman, bailee, agent or processor over the course of any calendar year on a weighted average basis) of the security interest of the Collateral Agent may reasonably request for in such Collateral (with a copy of such notice sent to the Collateral Agent Agent), (iii) use its commercially reasonable efforts to obtain an acknowledgment, in form and substance reasonably satisfactory to the Collateral Agent, of from such warehouseman, bailee, agent or processor (other than with respect to any bailee having possession of any of Intercreditor Collateral, unless the Collateral in excess of $1,000,000 agent thereunder, if any, shall also have obtained acknowledgement from such warehousemen, bailee, agent or processor) and not having otherwise entered into a subordination agreement for the benefit of the Collateral Agent, stating that the bailee warehouseman, bailee, agent or processor holds such Collateral for the Collateral Agent, subject to each Intercreditor Agreement (iiif any) and (iii) take such steps as are necessary or as the Collateral Agent may reasonably request (A) for the Collateral Agent to obtain “control” of any Investment PropertyProperty Collateral, deposit accounts, letter-of-credit rights, or Electronic Chattel Paper constituting Revolving Facility First Lien Collateral (as such terms terms, to the extent they are undefined herein, are defined by Article 9 of the UCC with corresponding provisions thereof defining what constitutes “control” for such items of Collateral) constituting Collateral in excess of $1,000,000 individually and $10,000,000 in the aggregate500,000 (other than Investment Property Collateral constituting Equity Interests of a Subsidiary for which no minimum dollar amount shall apply), excluding any Excluded Assets, with any agreements establishing control to be in form and substance reasonably satisfactory to the Collateral AgentAgent (provided that, for the avoidance of doubt, any such control with respect to any Collateral that becomes subject to an Intercreditor Agreement shall be subordinated in accordance with the terms of that Intercreditor Agreement during such time as that Intercreditor Agreement is effective and requires such subordination) and (iiiB) to otherwise to insure ensure the continued perfection and priority of the Collateral Agent’s security interest in any of the Collateral (to the extent required hereunder) and of the preservation of its rights therein. If The $500,000 threshold described in clause (iii)(A) of the preceding sentence as it relates to any Loan Party deposit account shall at any time, acquire a Commercial Tort Claim with an expected value of at least $1,000,000 individually and $10,000,000 in the aggregate, such Loan Party shall promptly notify the Collateral Agent thereof in a writing, therein providing a reasonable description and summary thereof, and upon delivery thereof be measured by reference to the Collateral Agent, closing balance of such Loan Party shall be deemed to thereby grant to the Collateral Agent (and such Loan Party hereby grants to the Collateral Agent) a security interest and Lien in and to such Commercial Tort Claim and all proceeds thereof, all upon the terms deposit account as of and governed by this Agreementeach Business Day.

Other Perfection, etc. Each Loan Party Grantor shall, at any time and from time to timetime (i) notify, take in form reasonably satisfactory to the Collateral Agent, any warehouseman, bailee, or any of such steps as Grantor’s agents or processors having possession of any Collateral consisting of Inventory or Equipment with a Fair Market Value in excess of $500,000 (calculated based on the Grantor’s estimate of the Fair Market Value of the Inventory or Equipment to be possessed by such warehouseman, bailee, agent or processor over the course of any calendar year on a weighted average basis) of the security interest of the Collateral Agent may reasonably request for in such Collateral (with a copy of such notice sent to the Collateral Agent Agent), (iii) use its commercially reasonable efforts to obtain an acknowledgment, in form and substance reasonably satisfactory to the Collateral Agent, of from such warehouseman, bailee, agent or processor (other than with respect to any bailee having possession of any of Intercreditor Collateral, unless the ABL Collateral in excess of $1,000,000 Agent, if any, shall also have obtained such acknowledgement from such warehouseman, bailee, agent or processor) and not having otherwise entered into a subordination agreement for the benefit of the Collateral Agent, stating that the bailee warehouseman, bailee, agent or processor holds such Collateral for the Collateral Agent, subject to each Intercreditor Agreement (iiif any) and (iii) take such steps as are necessary or as the Collateral Agent may reasonably request (A) for the Collateral Agent to obtain “control” of any Investment PropertyProperty Collateral, deposit accounts, letter-of-credit rights, or Electronic Chattel Paper constituting Revolving Facility First Lien Collateral (as such terms terms, to the extent they are undefined herein, are defined by Article 9 of the UCC with corresponding provisions thereof defining what constitutes “control” for such items of Collateral) constituting Noteholder First Lien Collateral in excess of $1,000,000 individually and $10,000,000 in the aggregate250,000 (other than Investment Property Collateral constituting Equity Interests of a Subsidiary, for which no minimum dollar amount shall apply), excluding any Excluded Assets, with any agreements establishing control to be in form and substance reasonably satisfactory to the Collateral Agent, Agent and (iiiB) to otherwise to insure ensure the continued perfection and priority of the Collateral Agent’s security interest in any of the Collateral (to the extent required hereunder) and of the preservation of its rights therein. If The $250,000 threshold described in clause (iii)(A) of the preceding sentence as it relates to any Loan Party deposit account shall at any time, acquire a Commercial Tort Claim with an expected value of at least $1,000,000 individually and $10,000,000 in the aggregate, such Loan Party shall promptly notify the Collateral Agent thereof in a writing, therein providing a reasonable description and summary thereof, and upon delivery thereof be measured by reference to the Collateral Agent, closing balance of such Loan Party shall be deemed to thereby grant to the Collateral Agent (and such Loan Party hereby grants to the Collateral Agent) a security interest and Lien in and to such Commercial Tort Claim and all proceeds thereof, all upon the terms deposit account as of and governed by this Agreementeach Business Day.

Other Perfection, etc. Each Loan Party Grantor shall, at any time and from time to timetime (i) notify, take in form reasonably satisfactory to the Collateral Agent, any warehouseman, bailee, or any of such steps as Grantor’s agents or processors having possession of any Collateral consisting of Inventory or Equipment with a Fair Market Value in excess of $1,000,000 (calculated based on the Grantor’s estimate of the Fair Market Value of the Inventory or Equipment to be possessed by such warehouseman, bailee, agent or processor over the course of any calendar year on a weighted average basis) of the security interest of the Collateral Agent may reasonably request for in such Collateral (with a copy of such notice sent to the Collateral Agent Agent), (iii) use its commercially reasonable efforts to obtain an acknowledgment, in form and substance reasonably satisfactory to the Collateral Agent, of from such warehouseman, bailee, agent or processor (other than with respect to any bailee having possession of any of Intercreditor Collateral, unless the ABL Collateral in excess of $1,000,000 Agent, if any, shall also have obtained such acknowledgement from such warehouseman, bailee, agent or processor) and not having otherwise entered into a subordination agreement for the benefit of the Collateral Agent, stating that the bailee warehouseman, bailee, agent or processor holds such Collateral for the Collateral Agent, subject to each Intercreditor Agreement (iiif any) and (iii) take such steps as are necessary or as the Collateral Agent may reasonably request (A) for the Collateral Agent to obtain “control” of any Investment PropertyProperty Collateral, deposit accounts, letter-of-credit rights, or Electronic Chattel Paper constituting Revolving Facility First Lien Collateral (as such terms terms, to the extent they are undefined herein, are defined by Article 9 of the UCC with corresponding provisions thereof defining what constitutes “control” for such items of Collateral) constituting Noteholder First Lien Collateral in excess of $1,000,000 individually and $10,000,000 in the aggregate500,000 (other than Investment Property Collateral constituting Equity Interests of a Subsidiary for which no minimum dollar amount shall apply), excluding any Excluded Assets, with any agreements establishing control to be in form and substance reasonably satisfactory to the Collateral AgentAgent (provided that, for the avoidance of doubt, any such control with respect to any Noteholder First Lien Collateral that becomes Intercreditor Collateral shall be subordinated to the ABL Liens in accordance with the terms of the Intercreditor Agreement at the request of the ABL Collateral Agent during such time as an Intercreditor Agreement is effective) and (iiiB) to otherwise to insure ensure the continued perfection and priority of the Collateral Agent’s security interest in any of the Collateral (to the extent required hereunder) and of the preservation of its rights therein. If The $500,000 threshold described in clause (iii)(A) of the preceding sentence as it relates to any Loan Party deposit account shall at any time, acquire a Commercial Tort Claim with an expected value of at least $1,000,000 individually and $10,000,000 in the aggregate, such Loan Party shall promptly notify the Collateral Agent thereof in a writing, therein providing a reasonable description and summary thereof, and upon delivery thereof be measured by reference to the Collateral Agent, closing balance of such Loan Party shall be deemed to thereby grant to the Collateral Agent (and such Loan Party hereby grants to the Collateral Agent) a security interest and Lien in and to such Commercial Tort Claim and all proceeds thereof, all upon the terms deposit account as of and governed by this Agreementeach Business Day.

Other Perfection, etc. Each Loan Party Grantor shall, at any time and from time to timetime (i) notify, take in form and substance reasonably satisfactory to the Collateral Agent, any warehouseman, bailee, or any of such steps as Grantor’s agents or processors having possession of any Collateral consisting of Inventory or Equipment with a Fair Market Value in excess of $2,500,000 (calculated based on the Grantor’s estimate of the Fair Market Value of the Inventory or Equipment to be possessed by such warehouseman, bailee, agent or processor over the course of any calendar year on a weighted average basis) of the security interest of the Collateral Agent may reasonably request for in such Collateral (with a copy of such notice sent to the Collateral Agent Agent), (iii) use its commercially reasonable efforts to obtain an acknowledgment, in form and substance reasonably satisfactory to the Collateral Agent, of from such warehouseman, bailee, agent or processor (other than with respect to any bailee having possession of any of ABL First Lien Collateral, unless the ABL Collateral in excess of $1,000,000 Agent, if any, shall also have obtained such acknowledgement from such warehouseman, bailee, agent or processor) and not having otherwise entered into a subordination agreement for the benefit of the Collateral Agent, stating that the bailee warehouseman, bailee, agent or processor holds such Collateral for the Collateral Agent, subject to each Intercreditor Agreement (iiif any) and (iii) take such steps as are necessary or as the Collateral Agent may reasonably request (A) for the Collateral Agent to obtain “control” of any Investment PropertyProperty Collateral, deposit accounts, letter-of-credit rights, or Electronic Chattel Paper constituting Revolving Facility First Lien Collateral (as such terms terms, to the extent they are undefined herein, are defined by Article 9 of the UCC with corresponding provisions thereof defining what constitutes “control” for such items of Collateral) constituting Noteholder First Lien Collateral in excess of $1,000,000 individually and $10,000,000 in the aggregate500,000 (other than Investment Property Collateral constituting Equity Interests of a Subsidiary for which no minimum dollar amount shall apply), excluding any Excluded Assets, with any agreements establishing control to be in form and substance reasonably satisfactory to the Collateral Agent, Agent and (iiiB) to otherwise to insure ensure the continued perfection and priority of the Collateral Agent’s security interest in any of the Collateral (to the extent required hereunder) and of the preservation of its rights therein. If The $500,000 threshold described in clause (iii)(A) of the preceding sentence as it relates to any Loan Party deposit account shall at any time, acquire a Commercial Tort Claim with an expected value of at least $1,000,000 individually and $10,000,000 in the aggregate, such Loan Party shall promptly notify the Collateral Agent thereof in a writing, therein providing a reasonable description and summary thereof, and upon delivery thereof be measured by reference to the Collateral Agent, closing balance of such Loan Party shall be deemed to thereby grant to the Collateral Agent (and such Loan Party hereby grants to the Collateral Agent) a security interest and Lien in and to such Commercial Tort Claim and all proceeds thereof, all upon the terms deposit account as of and governed by this Agreementeach Business Day.

Other Perfection, etc. Each Loan Party shall, at any time and from time to time, take such steps as the Collateral Agent may reasonably request for the Collateral Agent (i) to obtain an acknowledgment, in form and substance reasonably satisfactory to the Collateral Agent, of any bailee having possession of any of the Collateral in excess of $1,000,000 and not having otherwise entered into a subordination agreement for the benefit of the Collateral Agent, stating that the bailee holds such Collateral for the Collateral Agent, (ii) to obtain “control” of any Investment Property, deposit accounts, letter-of-credit rights, or Electronic Chattel Paper constituting Revolving Facility First Lien Collateral (as such terms are defined by Article 9 of the UCC with corresponding provisions thereof defining what constitutes “control” for such items of Collateral) in excess of $1,000,000 individually and $10,000,000 in the aggregate1,000,000, with any agreements establishing control to be in form and substance reasonably satisfactory to the Collateral Agent, and (iii) otherwise to insure the continued perfection and priority of the Collateral Agent’s security interest in any of the Collateral (to the extent required hereunder) and of the preservation of its rights therein. If any Loan Party shall at any time, acquire a Commercial Tort Claim with an expected value of at least $1,000,000 individually and $10,000,000 in the aggregate1,000,000, such Loan Party shall promptly notify the Collateral Agent thereof in a writing, therein providing a reasonable description and summary thereof, and upon delivery thereof to the Collateral Agent, such Loan Party shall be deemed to thereby grant to the Collateral Agent (and such Loan Party hereby grants to the Collateral Agent) a security interest and Lien in and to such Commercial Tort Claim and all proceeds thereof, all upon the terms of and governed by this Agreement.