Common use of Perfection of Additional Collateral Clause in Contracts

Perfection of Additional Collateral. Each Debtor shall: (a) subject to Section 3.03, upon the acquisition after the date hereof by such Debtor of any Instrument, promptly deliver to the Administrative Agent all such Instruments, endorsed and/or accompanied by instruments of assignment and transfer in such form and substance as the Administrative Agent may reasonably request; (b) upon the acquisition of any certificated securities representing Investment Property included in the Collateral or Securities Collateral included in the Collateral which are to be physically possessed by a Debtor, promptly deliver to the Administrative Agent all such certificated securities, endorsed or accompanied by instruments of transfer or assignment in such form and substance as the Administrative Agent may reasonably request; (c) upon the acquisition of any uncertificated securities included in the Collateral, cause the Security Interest to be recorded on the equityholder register or the books of the issuer of such uncertificated securities and cause such issuer to execute and deliver to the Administrative Agent an acknowledgement of the Security Interest pursuant to which such issuer agrees to comply with instructions originated by the Administrative Agent without further consent by such Debtor; (d) deliver to the Administrative Agent a Deposit Account Control Agreement with respect to any Deposit Account established after the date hereof and included in the Collateral, other than any Deposit Account maintained by the Administrative Agent, executed by the applicable Debtor and the financial institution maintaining such Deposit Account; and (e) deliver to the Administrative Agent a securities account control agreement in form and substance reasonably satisfactory to the Administrative Agent with respect to any securities account or securities entitlement opened after the date hereof, executed by the applicable Debtor and the securities intermediary maintaining such securities account.

Perfection of Additional Collateral. Each Debtor shall: (a) subject to Section 3.033.04, upon the acquisition after the date hereof by such Debtor of any InstrumentInstrument with a face value in excess of $250,000, upon the request of the Administrative Agent, promptly deliver to the Administrative Agent all such Instruments, endorsed and/or accompanied by instruments of assignment and transfer in such form and substance as the Administrative Agent may reasonably request; (b) upon the acquisition of any certificated securities representing Investment Property included in the Collateral or Securities Collateral included in the Collateral which are to be physically possessed by a DebtorDebtor other than those representing Equity Interests in excess of 65% of Foreign Subsidiaries or Equity Interests in Immaterial Subsidiaries and further excluding any certificated securities for which the consideration paid therefor is less than $250,000 in the aggregate over the term of the Loans, promptly deliver to the Administrative Agent all such certificated securities, endorsed or accompanied by instruments of transfer or assignment in such form and substance as the Administrative Agent may reasonably request; (c) upon the acquisition of any uncertificated securities included in the CollateralCollateral other than those representing Equity Interests in excess of 65% of Foreign Subsidiaries or Equity Interests in Immaterial Subsidiaries and further excluding any uncertificated securities for which the consideration paid therefor is less than $250,000 in the aggregate over the term of the Loans, cause the Security Interest to be recorded on the equityholder register or the books of the issuer of such uncertificated securities and cause such issuer to execute and deliver to the Administrative Agent an acknowledgement of the Security Interest pursuant to which such the issuer agrees to comply with instructions originated by the Administrative Agent without further consent by such Debtor; (d) at the request of Administrative Agent, (i) deliver to the Administrative Agent any and all certificates of title, applications for title or similar evidence of ownership of all Equipment owned by such Debtor with a Deposit Account Control Agreement with respect to any Deposit Account established after the date hereof and included fair market value, as determined in the Collateral, other than any Deposit Account maintained good faith by the Borrower, in excess of $250,000 and (ii) shall cause the Administrative AgentAgent to be named as lienholder on any such certificate of title, executed by the applicable Debtor and the financial institution maintaining such Deposit Accountapplication for title or other evidence of ownership so delivered; and (e) deliver to the Administrative Agent a securities account control agreement in form and substance reasonably satisfactory to the Administrative Agent with respect to any securities account or securities entitlement opened after the date hereof, executed by the applicable such Debtor and the securities intermediary maintaining such securities account.

Perfection of Additional Collateral. Each Debtor shall: (a) subject to Section 3.033.04, upon the acquisition after the date hereof by such Debtor of any InstrumentInstrument in an aggregate principal amount in excess of $100,000, promptly deliver to the Administrative Agent all such Instruments, endorsed and/or accompanied by instruments of assignment and transfer in such form and substance as the Administrative Agent may reasonably request; (b) upon the acquisition of any certificated securities representing Investment Property included in the Collateral or Securities Collateral included in the Collateral which are to be physically possessed by a Debtor, promptly deliver to the Administrative Agent all such certificated securities, endorsed or accompanied by instruments of transfer or assignment in such form and substance as the Administrative Agent may reasonably request; (c) upon the acquisition of any uncertificated securities included in the Collateral, use commercially reasonable efforts to cause the Security Interest to be recorded on the equityholder register or the books of the issuer of such uncertificated securities and use commercially reasonable efforts to cause such issuer to execute and deliver to the Administrative Agent an acknowledgement of the Security Interest pursuant to which such the issuer agrees to comply with instructions originated by the Administrative Agent without further consent by such Debtor; (d) reserved; (e) deliver to the Administrative Agent a Deposit Account Control Agreement Agreement, executed by the Debtor and the financial institution maintaining such Deposit Account, with respect to any Deposit Account established of the Debtor opened after the date hereof and included in the Collateralhereof, other than (i) any Deposit Account maintained by the Administrative Agent, executed (ii) Deposit Accounts with amounts not in excess of $250,000 in the aggregate, when combined with amounts in all Deposit Accounts included in the Collateral and owned by the applicable Debtor and Debtors over which the financial institution maintaining such Deposit Administrative Agent does not have Control or (iii) any Excluded Account; and; (ef) deliver to the Administrative Agent a securities account control agreement in form and substance reasonably satisfactory to the Administrative Agent with respect to any securities account or securities entitlement opened after the date hereof, executed by the applicable such Debtor and the securities intermediary maintaining such securities account; and (g) furnish to the Administrative Agent from time to time (but, unless an Event of Default shall have occurred and be continuing, within 45 days after the end of each calendar quarter) statements and schedules further identifying and describing the Patent Collateral and the Trademark Collateral, respectively, and such other reports in connection with the Patent Collateral and the Trademark Collateral as the Administrative Agent may reasonably request, all in reasonable detail.

Perfection of Additional Collateral. Each Debtor shall: (a) subject to Section 3.033.04, upon the acquisition after the date hereof by such Debtor of any InstrumentInstrument in an aggregate principal amount in excess of $100,000, promptly deliver to the Administrative Collateral Agent (or to the Senior Representative in accordance with the applicable provisions of the Intercreditor Agreement) all such Instruments, endorsed and/or accompanied by instruments of assignment and transfer in such form and substance as the Administrative Collateral Agent (or the Senior Representative, as applicable) may reasonably request; (b) upon the acquisition of any certificated securities representing Investment Property included in the Collateral or Securities Collateral included in the Pledged Collateral which are to be physically possessed by a Debtor, promptly deliver to the Administrative Collateral Agent (or to the Senior Representative in accordance with the applicable provisions of the Intercreditor Agreement) all such certificated securities, endorsed in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank in such form and substance as the Administrative Collateral Agent (or the Senior Representative, as applicable) may reasonably requestrequest and deliver a written supplement to Annex 3 hereto to Collateral Agent within three (3) Business Days of such acquisition; (c) upon the acquisition of any uncertificated securities included in the Collateral, use commercially reasonable efforts to cause the Security Interest to be recorded on the equityholder register or the books of the issuer of such uncertificated securities and use commercially reasonable efforts to cause such issuer to execute and deliver to the Administrative Collateral Agent an acknowledgement of the Security Interest pursuant to which such the issuer agrees to comply with instructions originated by the Administrative Collateral Agent without further consent by such Debtor; (d) reserved; (e) deliver to the Administrative Collateral Agent a Deposit Account Control Agreement with respect to any Deposit Account established after the date hereof and included in the Collateral, other than any Deposit Account maintained by the Administrative AgentAgreement, executed by the applicable Debtor and the financial institution maintaining such Deposit Account; and, with respect to any Deposit Account opened or acquired by any Debtor after the date hereof, other than (i) Deposit Accounts with amounts not in excess of $400,000 in the aggregate, when combined with amounts in all Deposit Accounts included in the Collateral and owned by the Debtors and not subject to an effective Deposit Account Control Agreement and (ii) any Excluded Account; (ef) deliver to the Administrative Collateral Agent a securities account control agreement in form and substance reasonably satisfactory to the Administrative Collateral Agent with respect to any securities account or securities entitlement opened after the date hereof, executed by the applicable such Debtor and the securities intermediary maintaining such securities accountaccount and pursuant to which Collateral Agent (or Senior Representative in accordance with the applicable provisions of the Intercreditor Agreement) shall obtain Control over such securities account or securities entitlement; and (g) furnish to the Collateral Agent from time to time (but, unless an Event of Default shall have occurred and be continuing, within 45 days after the end of each calendar quarter) statements and schedules further identifying and describing the Patent Collateral and the Trademark Collateral, respectively, and such other reports in connection with the Patent Collateral and the Trademark Collateral as the Collateral Agent may reasonably request, all in reasonable detail.

Perfection of Additional Collateral. Each Subject to the Intercreditor Agreement and, as applicable, after the First Lien Obligations (other than contingent indemnity obligations) are terminated, each Debtor shall: (a) subject to Section 3.03, upon the acquisition after the date hereof by such Debtor of any Instrument, promptly deliver to the Administrative Agent all Instruments held by such InstrumentsDebtor, endorsed and/or accompanied by instruments of assignment and transfer in such form and substance as the Administrative Agent may reasonably request; (b) upon the possession or acquisition of any certificated securities representing Investment Property included in the Collateral or Securities Collateral included in the Collateral which are to be physically possessed by a Debtor, promptly deliver to the Administrative Agent all such certificated securities, endorsed or accompanied by instruments of transfer or assignment in such form and substance as the Administrative Agent may reasonably request; (c) upon the possession or acquisition of any uncertificated securities included in the Collateral, cause the Security Interest to be recorded on the equityholder register or the books of the issuer of such uncertificated securities and cause such issuer to execute and deliver to the Administrative Agent an acknowledgement of the Security Interest pursuant to which such issuer agrees to comply with instructions originated by the Administrative Agent without further consent by such Debtor; (d) promptly deliver to the Administrative Agent a Deposit Account Control Agreement with respect to any Deposit Account established after the date hereof and included in the Collateral, other than any Deposit Account maintained by the Administrative Agent, executed by the applicable Debtor and the financial institution maintaining such Deposit Account; and (e) promptly deliver to the Administrative Agent a securities account control agreement in form and substance reasonably satisfactory to the Administrative Agent with respect to any securities account or securities entitlement opened after the date hereofentitlement, executed by the applicable Debtor and the securities intermediary maintaining such securities account.

Perfection of Additional Collateral. Each Debtor shall: (a) subject to Section 3.033.04, upon the acquisition after the date hereof by such Debtor of any InstrumentInstrument with an individual face value in excess of $250,000, promptly deliver to the Administrative Agent all such Instruments, endorsed and/or accompanied by instruments of assignment and transfer in such form and substance as the Administrative Agent may reasonably request; (b) upon the acquisition of any certificated securities representing Investment Property included in the Collateral or Securities Collateral included in the Collateral which are to be physically possessed by a DebtorDebtor other than those representing Excluded Equity Interests, promptly deliver to the Administrative Agent all such certificated securities, endorsed or accompanied by instruments of transfer or assignment in such form and substance as the Administrative Agent may reasonably request; (c) upon the acquisition of any uncertificated securities included in the CollateralCollateral other than those representing Excluded Equity Interests, cause the Security Interest to be recorded on the equityholder register or the books of the issuer of such uncertificated securities and cause such issuer to execute and deliver to the Administrative Agent an acknowledgement of the Security Interest pursuant to which such the issuer agrees to comply with instructions originated by the Administrative Agent without further consent by such Debtor; (d) upon the request of the Administrative Agent made at any time during the existence and continuance of an Event of Default, deliver to the Administrative Agent a Deposit Account Control Agreement true and complete copies of all Contracts in respect of the Collateral which are in excess of $100,000 or are otherwise material to such Debtor’s business; (e) if the Debtors shall at any time own titled Equipment with respect to any Deposit Account established after the date hereof and included an aggregate book value, as determined in the Collateral, other than any Deposit Account maintained good faith by the Borrower, in excess of $500,000, deliver to the Administrative AgentAgent any and all certificates of title, executed applications for title or similar evidence of ownership of all Equipment owned by the applicable such Debtor and cause the financial institution maintaining Administrative Agent to be named as lienholder on any such Deposit Accountcertificate of title, application for title or other evidence of ownership so delivered; and (ef) deliver to the Administrative Agent a securities account control agreement in form and substance reasonably satisfactory to the Administrative Agent with respect to any securities account or securities entitlement opened after the date hereof, executed by the applicable such Debtor and the securities intermediary maintaining such securities account.