Common use of Perfection Requirement Clause in Contracts

Perfection Requirement. The following requirements shall be included in the definition of “Perfection Requirement” and shall constitute an additional “Perfection Requirement” with respect to Collateral consisting of: (a) Certificated Securities, each applicable Grantor shall, on or prior to the Closing Date and immediately upon the issuance thereof after the Closing Date, deliver or cause to be delivered to the Collateral Agent, for it to hold in its possession, the Security Certificates evidencing such Certificated Securities duly indorsed by an effective indorsement (within the meaning of Section 8-107 of the UCC) or accompanied by undated share transfer powers or other instruments of transfer duly endorsed by such an effective endorsement, in each case, to the Collateral Agent or in blank. In addition, each Grantor shall cause any certificates evidencing any Pledged Equity Interests to be similarly delivered to the Collateral Agent, for it to hold in its possession, regardless of whether such Pledged Equity Interests constitute Certificated Securities. Each delivery after the Closing Date pursuant to the requirement under this clause (a) shall be accompanied by a schedule describing the Certificated Securities and Pledged Equity Interests so delivered, which schedule shall supplement Schedule 2.1; provided that failure to provide any such schedule or any error therein shall not affect the validity of the pledge of any Certificated Securities or Pledged Equity Interests. (b) Instruments constituting Pledged Debt, each applicable Grantor shall on or prior to the Closing Date and immediately upon the issuance thereof after the Closing Date, deliver to the Collateral Agent, for it to hold in its possession, all such Instruments duly indorsed or accompanied by an undated transfer powers or other instruments of transfer duly endorsed by such an effective endorsement, in each case, to the Collateral Agent or in blank. Each delivery after the Closing Date pursuant to the requirement under this clause (b) shall be accompanied by a schedule describing the Instruments so delivered, which schedule shall supplement Schedule 2.1; provided that failure to provide any such schedule or any error therein shall not affect the validity of the pledge of any such Instruments.

Perfection Requirement. The following requirements shall be included in the definition of “Perfection Requirement” and shall constitute an additional “Perfection Requirement” with respect to Collateral consisting of: (a) Certificated SecuritiesA Deposit Account, each applicable Grantor shall, on or prior to the Closing Date or on the date of the establishment of a Deposit Account constituting Collateral, execute and immediately deliver a control agreement with respect to such Collateral in form and substance satisfactory to the Appropriate Party and agreed to by the relevant depositary institution such that, upon the issuance thereof after effectiveness of such control agreement, the Closing DateCollateral Agent has Control over such Collateral. Without limiting the generality of the foregoing, deliver or cause such control agreement shall require such depositary institution to be delivered to comply with the Collateral Agent’s instructions with respect to Disposition of funds held in such Deposit Account without further instruction or consent by any other Person; provided, for it to hold in its possession, the Security Certificates evidencing such Certificated Securities duly indorsed by an effective indorsement (within the meaning of Section 8-107 of the UCC) or accompanied by undated share transfer powers or other instruments of transfer duly endorsed by such an effective endorsement, in each case, to that the Collateral Agent or in blank. In addition, each Grantor shall cause any certificates evidencing any Pledged Equity Interests to be similarly delivered agrees with respect to the Collateral Agent, for it Collection Account not to hold in its possession, regardless of whether such Pledged Equity Interests constitute Certificated Securities. Each delivery after the Closing Date pursuant to the requirement under this clause (a) shall be accompanied by a schedule describing the Certificated Securities and Pledged Equity Interests so delivered, which schedule shall supplement Schedule 2.1; provided that failure to provide give any such schedule or any error therein shall not affect the validity instructions unless an Event of the pledge of any Certificated Securities or Pledged Equity InterestsDefault has occurred and is continuing. (b) Instruments constituting Pledged DebtA Securities Account (including any Security Entitlement with respect thereto), each applicable Grantor shall shall, on or prior to the Closing Date or on the date of the establishment of a Securities Account constituting Collateral, execute and immediately deliver a control agreement with respect to such Collateral in form and substance satisfactory to the Appropriate Party and agreed to by the relevant securities intermediary such that, upon the issuance thereof effectiveness of such control agreement, the Collateral Agent has Control over such Collateral. Without limiting the generality of the foregoing, such control agreement shall require such securities intermediary to comply with the Collateral Agent’s entitlement orders with respect to such Securities Account without further consent by any other Person. (c) A Collateral Proceeds Account, each applicable Grantor shall, on or prior to the Closing Date and, for any Collateral Proceeds Account established after the Closing Date, deliver on the date of the establishment of such Collateral Proceeds Account, in addition to the above requirements, cause to be included in the applicable control agreement such further provisions required or advisable to implement the provisions of the Loan Agreement applicable to such Collateral Agent, for it to hold in its possessionProceeds Account, all such Instruments duly indorsed or accompanied by an undated transfer powers or other instruments of transfer duly endorsed by such an effective endorsement, in each case, form and substance satisfactory to the Collateral Agent or in blank. Each delivery after the Closing Date pursuant to the requirement under this clause (b) shall be accompanied by a schedule describing the Instruments so delivered, which schedule shall supplement Schedule 2.1; provided that failure to provide any such schedule or any error therein shall not affect the validity of the pledge of any such InstrumentsAppropriate Party.

Perfection Requirement. The following requirements shall be included in the definition of “Perfection Requirement” and shall constitute an additional “Perfection Requirement” with respect to Collateral consisting of: (a) Certificated SecuritiesA Deposit Account, each applicable Grantor shall, on or prior to the Closing Date or on the date of the establishment of a Deposit Account constituting Collateral, execute and immediately deliver a control agreement with respect to such Collateral in form and substance satisfactory to the Appropriate Party and agreed to by the relevant depositary institution such that, upon the issuance thereof after effectiveness of such control agreement, the Closing DateCollateral Agent has Control over such Collateral. Without limiting the generality of the foregoing, deliver or cause such control agreement shall require such depositary institution to be delivered to comply with the Collateral Agent’s instructions with respect to Disposition of funds held in such Deposit Account without further instruction or consent by any other Person; provided, for it to hold in its possession, the Security Certificates evidencing such Certificated Securities duly indorsed by an effective indorsement (within the meaning of Section 8-107 of the UCC) or accompanied by undated share transfer powers or other instruments of transfer duly endorsed by such an effective endorsement, in each case, to that the Collateral Agent or in blank. In addition, each Grantor shall cause any certificates evidencing any Pledged Equity Interests to be similarly delivered agrees with respect to the Collateral Agent, for it Collection Account not to hold in its possession, regardless of whether such Pledged Equity Interests constitute Certificated Securities. Each delivery after the Closing Date pursuant to the requirement under this clause (a) shall be accompanied by a schedule describing the Certificated Securities and Pledged Equity Interests so delivered, which schedule shall supplement Schedule 2.1; provided that failure to provide give any such schedule or any error therein shall not affect the validity instructions unless an Event of the pledge of any Certificated Securities or Pledged Equity InterestsDefault has occurred and is continuing. (b) Instruments constituting Pledged DebtA Securities Account (including any Security Entitlement with respect thereto), each applicable Grantor shall shall, on or prior to the Closing Date or on the date of the establishment of a Securities Account constituting Collateral, execute and immediately deliver a control agreement with respect to such Collateral in form and substance satisfactory to the Appropriate Party and agreed to by the relevant securities intermediary such that, upon the issuance thereof effectiveness of such control agreement, the Collateral Agent has Control over such Collateral. Without limiting the generality of the foregoing, such control agreement shall require such securities intermediary to comply with the Collateral Agent’s entitlement orders with respect to such Securities Account without further consent by any other Person. (c) A Collateral Account or Collateral Proceeds Account, each applicable Grantor shall, on or prior to the Closing Date and, for any Collateral Account or Collateral Proceeds Account established after the Closing Date, deliver on the date of the establishment of such Collateral Account or Collateral Proceeds Account, in addition to the above requirements, cause to be included in the applicable control agreement such further provisions required or advisable to implement the provisions of the Loan Agreement applicable to such Collateral Agent, for it to hold in its possessionAccount or Collateral Proceeds Account, all such Instruments duly indorsed or accompanied by an undated transfer powers or other instruments of transfer duly endorsed by such an effective endorsement, in each case, form and substance satisfactory to the Collateral Agent or in blank. Each delivery after the Closing Date pursuant to the requirement under this clause (b) shall be accompanied by a schedule describing the Instruments so delivered, which schedule shall supplement Schedule 2.1; provided that failure to provide any such schedule or any error therein shall not affect the validity of the pledge of any such InstrumentsAppropriate Party.

Perfection Requirement. The following requirements shall be included in the definition of “Perfection Requirement” and shall constitute an additional “Perfection Requirement” with respect to Collateral consisting of: (a) Certificated Securities, each applicable Grantor shall, on or prior to the Closing Date and immediately upon the issuance thereof after the Closing Date, deliver or cause to be delivered to the Collateral Agent, for it to hold in its possession, the Security Certificates evidencing such Certificated Securities duly indorsed by an effective indorsement (within the meaning of Section 8-107 of the UCC) or accompanied by undated share transfer powers or other instruments of transfer duly endorsed by such an effective endorsement, in each case, to the Collateral Agent or in blank. In addition, each Grantor shall cause any certificates evidencing any Pledged Equity Interests to be similarly delivered to the Collateral Agent, for it to hold in its possession, regardless of whether such Pledged Equity Interests constitute Certificated Securities. Each delivery after the Closing Date pursuant to the requirement under this clause (a) shall be accompanied by a schedule describing the Certificated Securities and Pledged Equity Interests so delivered, which schedule shall supplement Schedule 2.1; provided that failure to provide any such schedule or any error therein shall not affect the validity of the pledge of any Certificated Securities or Pledged Equity Interests. (b) Instruments constituting Pledged Debt, each applicable Grantor shall on or prior to the Closing Date and immediately upon the issuance thereof after the Closing Date, deliver to the Collateral Agent, for it to hold in its possession, all such Instruments duly indorsed or accompanied by an undated transfer powers or other instruments of transfer duly 1" = "1" "WEIL:\97571225\8\13173.0005" "" WEIL:\97571225\8\13173.0005 endorsed by such an effective endorsement, in each case, to the Collateral Agent or in blank. Each delivery after the Closing Date pursuant to the requirement under this clause (b) shall be accompanied by a schedule describing the Instruments so delivered, which schedule shall supplement Schedule 2.1; provided that failure to provide any such schedule or any error therein shall not affect the validity of the pledge of any such Instruments.