Common use of Preservation and Perfection of Security Interests Clause in Contracts

Preservation and Perfection of Security Interests. Promptly, upon the reasonable request of Administrative Agents and at Reseller’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter file or record in the appropriate governmental office, any document or instrument supplementing or confirming the Security Documents or otherwise reasonably deemed necessary by Administrative Agents to create, preserve or perfect any Security Interest purported to be created by the Security Documents or to fully consummate the transactions contemplated by the Loan Documents. The foregoing actions by Reseller shall include, (a) filing financing or continuation statements, and amendments thereof, and executing such mortgages, deeds of trust, assignments or security agreements, satisfactory to Administrative Agents; (b) delivering to Collateral Agent the original certificates of title for motor vehicles, or applications therefor duly executed, with Collateral Agent’s Security Interest for the benefit of Lenders properly shown thereon; (c) delivering to Collateral Agent the originals of all instruments, documents and chattel paper in excess of $500,000 in the aggregate, and all other Collateral of which Collateral Agent determines it should have physical possession in order to perfect and protect Collateral Agent’s Security Interest for the benefit of Lenders therein, duly endorsed or assigned to Collateral Agent without restriction; (d) delivering to Collateral Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (e) upon the occurrence and during the continuance of an Event of Default, transferring Inventory to warehouses designated by Collateral Agent; (f) delivering to Collateral Agent all letters of credit on which Reseller is named beneficiary; (g) placing a durable notice of the existence of Collateral Agent’s Security Interest for the benefit of Lenders, acceptable to Administrative Agents, upon such items of the Collateral as are designated by Administrative Agents; and (h) placing a notice of the existence of Collateral Agent’s Security Interest for the benefit of Lenders, acceptable to Administrative Agents, upon those writings evidencing the Collateral and the books and records of Reseller pertaining to the Collateral, as designated by Administrative Agents.

Preservation and Perfection of Security Interests. PromptlyBorrower shall promptly, upon the reasonable request of Administrative Agents Agent and at Reseller’s Borrower's expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter file or record in the appropriate governmental office, any document or instrument supplementing or confirming the Security Documents or otherwise reasonably deemed necessary by Administrative Agents Agent to create, preserve or perfect any Security Interest purported to be created by the Security Documents or to fully consummate the transactions contemplated by the Loan Documents. The foregoing actions by Reseller Borrower shall include, without limitation, (ai) filing financing or continuation statements, and amendments thereof, and executing such mortgages, deeds of trust, assignments or security agreements, in form and substance satisfactory to Administrative AgentsAgent; (bii) delivering to Collateral Administrative Agent the original certificates of title for motor vehicles, or applications therefor duly executed, with Collateral Administrative Agent’s 's Security Interest for the benefit of Lenders properly shown thereon; (ciii) delivering to Collateral Administrative Agent the originals of all instruments, documents and chattel paper in excess of $500,000 in the aggregatepaper, and all other Collateral of which Collateral Administrative Agent determines it should have physical possession in order to perfect and protect Collateral Administrative Agent’s 's Security Interest for the benefit of Lenders therein, duly endorsed or assigned to Collateral Administrative Agent without restriction; (div) delivering to Collateral Administrative Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (ev) upon the occurrence and during the continuance of an Event of Default, transferring Inventory to warehouses designated by Collateral Administrative Agent; (fvi) delivering to Collateral Administrative Agent all letters of credit on which Reseller Borrower is named beneficiary; (gvii) placing a durable notice of the existence of Collateral Administrative Agent’s 's Security Interest for the benefit of Lenders, acceptable to Administrative AgentsAgent, upon such items of the Collateral as are designated by Administrative AgentsAgent; and (hviii) placing a notice of the existence of Collateral Administrative Agent’s 's Security Interest for the benefit of Lenders, acceptable to Administrative AgentsAgent, upon those writings evidencing the Collateral and the books and records of Reseller Borrower pertaining to the Collateral, as designated by Administrative AgentsAgent.

Preservation and Perfection of Security Interests. PromptlyBorrower shall promptly, upon the reasonable request of Administrative Agents Agent and at Reseller’s Borrower's expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter file or record in the appropriate governmental office, any document or instrument supplementing or confirming the Security Documents or otherwise reasonably deemed necessary by Administrative Agents Agent to create, preserve or perfect any Security Interest purported to be created by the Security Documents or to consummate fully consummate the transactions contemplated by the Loan Documents. The foregoing actions by Reseller Borrower shall include, (ai) filing financing or continuation statements, and amendments thereof, and executing such mortgages, deeds of trust, assignments or security agreements, in form and substance satisfactory to Administrative AgentsAgent; (bii) delivering to Collateral Administrative Agent the original certificates of title for motor vehicles, or applications therefor duly executed, with Collateral Administrative Agent’s 's Security Interest for the benefit of Lenders properly shown thereon; (ciii) delivering to Collateral Administrative Agent the originals of all instruments, documents and chattel paper in excess of $500,000 in the aggregatepaper, and all other Collateral of which Collateral Administrative Agent determines it should have physical possession in order to perfect and protect Collateral Administrative Agent’s 's Security Interest for the benefit of Lenders therein, duly endorsed or assigned to Collateral Administrative Agent without restriction; (div) delivering to Collateral Administrative Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (ev) upon the occurrence and during the continuance of an Event of Default, transferring Inventory to warehouses designated by Collateral Administrative Agent; (fvi) delivering to Collateral Administrative Agent all letters of credit on which Reseller Borrower is named beneficiary; (gvii) placing a durable notice of the existence of Collateral Administrative Agent’s 's Security Interest for the benefit of Lenders, acceptable to Administrative AgentsAgent, upon such items of the Collateral as are designated by Administrative AgentsAgent; and (hviii) placing a notice of the existence of Collateral Administrative Agent’s 's Security Interest for the benefit of Lenders, acceptable to Administrative AgentsAgent, upon those writings evidencing the Collateral and the books and records of Reseller Borrower pertaining to the Collateral, as designated by Administrative AgentsAgent.

Preservation and Perfection of Security Interests. PromptlyBorrower shall promptly, upon the reasonable request of Administrative Agents Agent and at Reseller’s Borrower's expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter file or record in the appropriate governmental office, any document or instrument supplementing or confirming the Security Documents or otherwise reasonably deemed necessary by Administrative Agents Agent to create, preserve or perfect any Security Interest purported to be created by the Security Documents or to fully consummate the transactions contemplated by the Loan Documents. The foregoing actions by Reseller Borrower shall include, include (ai) filing financing or continuation statements, and amendments thereof, in form and executing such mortgages, deeds of trust, assignments or security agreements, substance satisfactory to Administrative AgentsAgent; (bii) delivering to Collateral Agent the original certificates of title for motor vehicles, or applications therefor duly executed, with Collateral Agent’s Security Interest for the benefit of Lenders properly shown thereon; (c) delivering to Collateral Administrative Agent the originals of all instruments, documents and chattel paper in excess of $500,000 in the aggregatepaper, and all other Collateral of which Collateral Administrative Agent determines it should have physical possession in order to perfect and protect Collateral Administrative Agent’s 's Security Interest for the benefit of Lenders therein, duly endorsed or assigned to Collateral Administrative Agent without restriction; (diii) delivering to Collateral Administrative Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (eiv) upon the occurrence and during the continuance of while an Event of DefaultDefault has occurred and is continuing, transferring Inventory to warehouses designated by Collateral Administrative Agent; (fv) delivering to Collateral Administrative Agent all letters of credit on which Reseller Borrower is named beneficiary; (g) placing a durable notice of the existence of Collateral Agent’s Security Interest for the benefit of Lenders, acceptable to Administrative Agents, upon such items of the Collateral as are designated by Administrative Agents; and (h) placing a notice of the existence of Collateral Agent’s Security Interest for the benefit of Lenders, acceptable to Administrative Agents, upon those writings evidencing the Collateral and the books and records of Reseller pertaining to the Collateral, as designated by Administrative Agents.;

Preservation and Perfection of Security Interests. PromptlyBorrower shall promptly, upon the reasonable request of Administrative Agents Lender and at Reseller’s Borrower's expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter file or record in the appropriate governmental office, any document or instrument supplementing or confirming the Security Documents or otherwise reasonably deemed necessary by Administrative Agents Lender to create, preserve or perfect any Security Interest purported to be created by the Security Documents or to fully consummate the transactions contemplated by the Loan Documents. The foregoing actions by Reseller Borrower shall include, include (ai) filing financing or continuation statements, and amendments thereof, in form and executing such mortgages, deeds of trust, assignments or security agreements, substance satisfactory to Administrative AgentsLender; (bii) delivering to Collateral Agent the original certificates of title for motor vehicles, or applications therefor duly executed, with Collateral Agent’s Security Interest for the benefit of Lenders properly shown thereon; (c) delivering to Collateral Agent Lender the originals of all instruments, documents and chattel paper in excess of $500,000 in the aggregatepaper, and all other Collateral of which Collateral Agent Lender determines it should have physical possession in order to perfect and protect Collateral Agent’s Lender's Security Interest for the benefit of Lenders therein, duly endorsed or assigned to Collateral Agent Lender without restriction; (d) delivering to Collateral Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (e) upon the occurrence and during the continuance of an Event of Default, transferring Inventory to warehouses designated by Collateral Agent; (f) delivering to Collateral Agent all letters of credit on which Reseller is named beneficiary; (g) placing a durable notice of the existence of Collateral Agent’s Security Interest for the benefit of Lenders, acceptable to Administrative Agents, upon such items of the Collateral as are designated by Administrative Agents; and (hiii) placing a notice of the existence of Collateral Agent’s Lender's Security Interest for the benefit of LendersInterest, acceptable to Administrative AgentsLender, upon those writings evidencing the Collateral and the books and records of Reseller Borrower pertaining to the Collateral, as designated by Administrative AgentsLender. Borrower hereby authorizes Lender to file in the appropriate governmental office any financing statement (including amendments and continuations thereof) deemed necessary by Lender in connection with the Security Documents or otherwise deemed necessary by Lender to create, preserve or perfect any Security Interest purported to be created by the Security Documents.

Preservation and Perfection of Security Interests. PromptlyBorrower shall promptly, upon the reasonable request of Administrative Agents Agent and at Reseller’s Borrower's expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter file or record in the appropriate governmental office, any document or instrument supplementing or confirming the Security Documents or otherwise reasonably deemed necessary by Administrative Agents Agent to create, preserve or perfect any Security Interest purported to be created by the Security Documents or to fully consummate the transactions contemplated by the Loan DocumentsDocuments including, without limitation, providing collateral necessary to meet the Minimum Asset Coverage Ratio. The foregoing actions by Reseller Borrower shall include, include (ai) filing financing or continuation statements, and amendments thereof, in form and executing such mortgages, deeds of trust, assignments or security agreements, substance satisfactory to Administrative AgentsAgent; (bii) delivering to Collateral Agent the original certificates of title for motor vehicles, or applications therefor duly executed, with Collateral Agent’s Security Interest for the benefit of Lenders properly shown thereon; (c) delivering to Collateral Administrative Agent the originals of all instruments, documents and chattel paper in excess of $500,000 in the aggregatepaper, and all other Collateral of which Collateral Administrative Agent determines it should have physical possession in order to perfect and protect Collateral Administrative Agent’s 's Security Interest for the benefit of Lenders therein, duly endorsed or assigned to Collateral Administrative Agent without restriction; (diii) delivering to Collateral Administrative Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (eiv) upon the occurrence and during the continuance of an Event of Default, transferring Inventory to warehouses designated by Collateral Administrative Agent; (fv) delivering to Collateral Administrative Agent all letters of credit on which Reseller Borrower is named beneficiary; (gvi) placing a durable notice of the existence of Collateral Administrative Agent’s 's Security Interest for the benefit of Lenders, acceptable to Administrative AgentsAgent, upon such items of the Collateral as are designated by Administrative AgentsAgent; and (hvii) placing a notice of the existence of Collateral Administrative Agent’s 's Security Interest for the benefit of Lenders, acceptable to Administrative AgentsAgent, upon those writings evidencing the Collateral and the books and records of Reseller Borrower pertaining to the Collateral, as designated by Administrative AgentsAgent.

Preservation and Perfection of Security Interests. PromptlyBorrower shall promptly, upon the reasonable request of Administrative Agents Agent and at Reseller’s Borrower's expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter file or record in the appropriate governmental office, any document or instrument supplementing or confirming the Security Documents or otherwise reasonably deemed necessary by Administrative Agents Agent to create, preserve or perfect any Security Interest purported to be created by the Security Documents or to fully consummate the transactions contemplated by the Loan Documents. The foregoing actions by Reseller Borrower shall include, include (ai) filing financing or continuation statements, and amendments thereof, in form and executing such mortgages, deeds of trust, assignments or security agreements, substance satisfactory to Administrative AgentsAgent; (bii) delivering to Collateral Administrative Agent the original certificates of title for motor vehicles, or applications therefor duly executed, with Collateral Administrative Agent’s 's Security Interest for the benefit of Lenders properly shown thereon; (ciii) delivering to Collateral Administrative Agent the originals of all instruments, documents and chattel paper in excess of $500,000 in the aggregatepaper, and all other Collateral of which Collateral Administrative Agent determines it should have physical possession in order to perfect and protect Collateral Administrative Agent’s 's Security Interest for the benefit of Lenders therein, duly endorsed or assigned to Collateral Administrative Agent without restriction; (div) delivering to Collateral Administrative Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (ev) upon the occurrence and during the continuance of an Event of Default, transferring Inventory to warehouses designated by Collateral Administrative Agent; (fvi) delivering to Collateral Administrative Agent all letters of credit on which Reseller Borrower is named beneficiary; (gvii) placing a durable notice of the existence of Collateral Administrative Agent’s 's Security Interest for the benefit of Lenders, acceptable to Administrative AgentsAgent, upon such items of the Collateral as are designated by Administrative AgentsAgent; and (hviii) placing a notice of the existence of Collateral Administrative Agent’s 's Security Interest for the benefit of Lenders, acceptable to Administrative AgentsAgent, upon those writings evidencing the Collateral and the books and records of Reseller Borrower pertaining to the Collateral, as designated by Administrative AgentsAgent.

Preservation and Perfection of Security Interests. PromptlyBorrower shall promptly, upon the reasonable request of Administrative Agents Agent and at ResellerBorrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter file or record in the appropriate governmental office, any document or instrument supplementing or confirming the Security Documents or otherwise reasonably deemed necessary by Administrative Agents Agent to create, preserve or perfect any Security Interest purported to be created by the Security Documents or to fully consummate the transactions contemplated by the Loan Documents. The foregoing actions by Reseller Borrower shall include, without limitation, (ai) filing financing or continuation statements, and amendments thereof, and executing such mortgages, deeds of trust, assignments or security agreements, in form and substance satisfactory to Administrative AgentsAgent; (bii) delivering to Collateral Administrative Agent the original certificates of title for motor vehicles, or applications therefor duly executed, with Collateral Administrative Agent’s Security Interest for the benefit of Lenders properly shown thereon; (ciii) delivering to Collateral Administrative Agent the originals of all instruments, documents and chattel paper in excess of $500,000 in the aggregatepaper, and all other Collateral of which Collateral Administrative Agent determines it should have physical possession in order to perfect and protect Collateral Administrative Agent’s Security Interest for the benefit of Lenders therein, duly endorsed or assigned to Collateral Administrative Agent without restriction; (div) delivering to Collateral Administrative Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (ev) upon the occurrence and during the continuance of an Event of Default, transferring Inventory to warehouses designated by Collateral Administrative Agent; (fvi) delivering to Collateral Administrative Agent all letters of credit on which Reseller Borrower is named beneficiary; (gvii) placing a durable notice of the existence of Collateral Administrative Agent’s Security Interest for the benefit of Lenders, acceptable to Administrative AgentsAgent, upon such items of the Collateral as are designated by Administrative AgentsAgent; and (hviii) placing a notice of the existence of Collateral Administrative Agent’s Security Interest for the benefit of Lenders, acceptable to Administrative AgentsAgent, upon those writings evidencing the Collateral and the books and records of Reseller Borrower pertaining to the Collateral, as designated by Administrative AgentsAgent.

Preservation and Perfection of Security Interests. PromptlyBorrower shall promptly, upon the reasonable request of Administrative Agents Lender and at Reseller’s Borrower's expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter file or record in the appropriate governmental office, any document or instrument supplementing or confirming the Security Documents or otherwise reasonably deemed necessary by Administrative Agents Lender to create, preserve or perfect any Security Interest purported to be created by the Security Documents or to fully consummate the transactions contemplated by the Loan Documents. The foregoing actions by Reseller Borrower shall include, include (ai) filing financing or continuation statements, and amendments thereof, in form and executing such mortgages, deeds of trust, assignments or security agreements, substance satisfactory to Administrative AgentsLender; (bii) delivering to Collateral Agent Lender the original certificates of title for motor vehicles, or applications therefor duly executed, with Collateral Agent’s Lender's Security Interest for the benefit of Lenders properly shown thereon; (ciii) delivering to Collateral Agent Lender the originals of all instruments, documents and chattel paper in excess of $500,000 in the aggregatepaper, and all other Collateral of which Collateral Agent Lender determines it should have physical possession in order to perfect and protect Collateral Agent’s Lender's Security Interest for the benefit of Lenders therein, duly endorsed or assigned to Collateral Agent Lender without restriction; (div) delivering to Collateral Agent Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (ev) upon the occurrence and during the continuance of an Event of Default, transferring Inventory to warehouses designated by Collateral AgentLender; (fvi) delivering to Collateral Agent Lender all letters of credit on which Reseller Borrower is named beneficiary; (gvii) placing a durable notice of the existence of Collateral Agent’s Lender's Security Interest for the benefit of Lenders, acceptable to Administrative AgentsLender, upon such items of the Collateral as are designated by Administrative AgentsLender; and (hviii) placing a notice of the existence of Collateral Agent’s Lender's Security Interest for the benefit of Lenders, acceptable to Administrative AgentsLender, upon those writings evidencing the Collateral and the books and records of Reseller Borrower pertaining to the Collateral, as designated by Administrative AgentsLender.

Preservation and Perfection of Security Interests. PromptlyBorrower shall promptly, upon the reasonable request of Administrative Agents Agent and at Reseller’s Borrower's expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter file or record in the appropriate governmental office, any document or instrument supplementing or confirming the Security Documents or otherwise reasonably deemed necessary by Administrative Agents Agent to create, preserve or perfect any Security Interest purported to be created by the Security Documents or to fully consummate the transactions contemplated by the Loan Documents. The foregoing actions by Reseller Borrower shall include, include (ai) filing financing or continuation statements, and amendments thereof, in form and executing such mortgages, deeds of trust, assignments or security agreements, substance satisfactory to Administrative AgentsAgent; (bii) delivering to Collateral Agent the original certificates of title for motor vehicles, or applications therefor duly executed, with Collateral Agent’s 's Security Interest for the ratable benefit of Lenders properly shown thereon; (ciii) delivering to Collateral Agent the originals of all instruments, documents and chattel paper in excess of $500,000 in the aggregatepaper, and all other Collateral of which Collateral Agent determines it should have physical possession in order to perfect and protect Collateral Agent’s 's Security Interest for the ratable benefit of Lenders therein, duly endorsed or assigned to Collateral Agent without restriction; (div) delivering to Collateral Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (ev) upon the occurrence and during the continuance of an Event of Default, transferring Inventory to warehouses designated by Collateral Agent; (fvi) delivering to Collateral Agent all letters of credit on which Reseller Borrower is named beneficiary; (gvii) placing a durable notice of the existence of Collateral Agent’s 's Security Interest for the ratable benefit of Lenders, acceptable to Administrative AgentsAgent, upon such items of the Collateral as are designated by Administrative AgentsAgent; and (hviii) placing a notice of the existence of Collateral Agent’s 's Security Interest for the ratable benefit of Lenders, acceptable to Administrative AgentsAgent, upon those writings evidencing the Collateral and the books and records of Reseller Borrower pertaining to the Collateral, as designated by Administrative AgentsAgent.

Preservation and Perfection of Security Interests. PromptlyBorrower shall promptly, upon the reasonable request of Administrative Agents Agent and at Reseller’s Borrower's expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter file or record in the appropriate governmental office, any document or instrument supplementing or confirming the Security Documents or otherwise reasonably deemed necessary by Administrative Agents Agent to create, preserve or perfect any Security Interest purported to be created by the Security Documents or to fully consummate the transactions contemplated by the Loan Documents. The foregoing actions by Reseller Borrower shall include, upon the reasonable request of Administrative Agent, (ai) filing financing or continuation statements, and amendments thereof, in form and executing such mortgages, deeds of trust, assignments or security agreements, substance satisfactory to Administrative AgentsAgent; (bii) delivering to Collateral Agent the original certificates of title for motor vehicles, or applications therefor duly executed, with Collateral Agent’s Security Interest for the benefit of Lenders properly shown thereon; (c) delivering to Collateral Administrative Agent the originals of all instrumentseach instrument, documents document and chattel paper in excess the principal amount of $500,000 in the aggregate100,000 or more, and all other Collateral of which Collateral Administrative Agent determines it should have physical possession in accordance with applicable law in order to perfect and protect Collateral Administrative Agent’s 's Security Interest for the benefit of Lenders therein, duly endorsed or assigned to Collateral Administrative Agent without restriction; (diii) delivering to Collateral Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (e) upon the occurrence and during the continuance of an Event of Default, transferring Inventory to warehouses designated by Collateral Agent; (f) delivering to Collateral Administrative Agent all letters of credit on which Reseller Borrower is named beneficiary; (giv) placing a durable notice of the existence of Collateral Administrative Agent’s 's Security Interest for the benefit of Lenders, acceptable to Administrative AgentsAgent, upon such items of the Collateral as are designated by Administrative Agents; and (h) placing a notice of the existence of Collateral Agent’s Security Interest for the benefit of Lenders, acceptable to Administrative Agents, upon those writings evidencing the Collateral and the books and records of Reseller Borrower pertaining to the Collateral, as designated by Administrative AgentsAgent; (v) delivering to Administrative Agent or if directed by Administrative Agent, to the applicable government agency, such notices, filings, statements, continuations, or amendments as Administrative Agent shall deem necessary as desirable to perfect its interest in that portion of the Collateral that consists of Intellectual Property; and (vi) delivering to Administrative Agent or if directed by Administrative Agent, to the applicable government agency, such notices, filings, statements, continuations or amendments as Administrative Agent shall deem necessary or desirable to perfect its interest in that portion of the Collateral that consists of Accounts of a value in excess of $250,000.00 with respect to which the Account Debtor is the United States of America or any department agency, public corporation or other instrumentality thereof. Borrower hereby authorizes Administrative Agent to file any financing or continuation statements and amendments thereof covering the Collateral of all Covered Persons in form and substance satisfactory to Administrative Agent and ratifies Administrative Agent's authority to file any such statements or amendments already filed.

Preservation and Perfection of Security Interests. PromptlyBorrower shall promptly, upon the reasonable request of Administrative Agents Lender and at Reseller’s Borrower's expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter file or record in the appropriate governmental office, any document or instrument supplementing or confirming the Security Documents or otherwise reasonably deemed necessary by Administrative Agents Lender to create, preserve or perfect any Security Interest purported to be created by the Security Documents or to fully consummate the transactions contemplated by the Loan Documents. The foregoing actions by Reseller Borrower shall include, include (ai) filing financing or continuation statements, and amendments thereof, in form and executing such mortgages, deeds of trust, assignments or security agreements, substance satisfactory to Administrative AgentsLender; (bii) delivering to Collateral Agent Lender the original certificates of title for motor vehicles, or applications therefor duly executed, with Collateral Agent’s Lender's Security Interest for the benefit of Lenders properly shown thereon; (ciii) delivering to Collateral Agent Lender the originals of all instruments, documents and chattel paper in excess of $500,000 in the aggregatepaper, and all other Collateral of which Collateral Agent Lender determines it should have physical possession in order to perfect and protect Collateral Agent’s Lender's Security Interest for the benefit of Lenders therein, duly endorsed or assigned to Collateral Agent Lender without restriction; (div) delivering to Collateral Agent Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (ev) upon the occurrence and during the continuance of an Event of Default, transferring Inventory to warehouses designated by Collateral AgentLender; (fvi) delivering to Collateral Agent Lender all letters of credit on which Reseller Borrower is named beneficiary; (gvii) placing a durable notice of the existence of Collateral Agent’s Lender's Security Interest for the benefit of LendersInterest, acceptable satisfactory to Administrative AgentsLender, upon such items of the Collateral as are designated by Administrative AgentsLender; and (hviii) placing a notice of the existence of Collateral Agent’s Lender's Security Interest for the benefit of Lenders, acceptable to Administrative AgentsLender, upon those writings evidencing the Collateral and the books and records of Reseller Borrower pertaining to the Collateral, as designated by Administrative AgentsLender.

Preservation and Perfection of Security Interests. PromptlyBorrower shall promptly, upon the reasonable request of Administrative Agents Agent and at Reseller’s Borrower's expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter file or record in the appropriate governmental office, any document or instrument supplementing or confirming the Security Documents or otherwise reasonably deemed necessary by Administrative Agents Agent to create, preserve or perfect any Security Interest purported to be created by the Security Documents or to fully consummate the transactions contemplated by the Loan Documents. The foregoing actions by Reseller Borrower shall include, upon the reasonable request of Administrative Agent, (ai) filing financing or continuation statements, and amendments thereof, in form and executing such mortgages, deeds of trust, assignments or security agreements, substance satisfactory to Administrative AgentsAgent; (bii) delivering to Collateral Agent the original certificates of title for motor vehicles, or applications therefor duly executed, with Collateral Agent’s Security Interest for the benefit of Lenders properly shown thereon; (c) delivering to Collateral Administrative Agent the originals of all instrumentseach instrument, documents document and chattel paper in excess the principal amount of $500,000 in the aggregate100,000 or more, and all other Collateral of which Collateral Administrative Agent determines it should have physical possession in accordance with applicable law in order to perfect and protect Collateral Administrative Agent’s 's Security Interest for the benefit of Lenders therein, duly endorsed or assigned to Collateral Administrative Agent without restriction; (diii) delivering to Collateral Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (e) upon the occurrence and during the continuance of an Event of Default, transferring Inventory to warehouses designated by Collateral Agent; (f) delivering to Collateral Administrative Agent all letters of credit on which Reseller Borrower is named beneficiary; (giv) placing a durable notice of the existence of Collateral Administrative Agent’s 's Security Interest for the benefit of Lenders, acceptable to Administrative AgentsAgent, upon such items of the Collateral as are designated by Administrative Agents; and (h) placing a notice of the existence of Collateral Agent’s Security Interest for the benefit of Lenders, acceptable to Administrative Agents, upon those writings evidencing the Collateral and the books and records of Reseller Borrower pertaining to the Collateral, as designated by Administrative AgentsAgent; (v) delivering to Administrative Agent or if directed by Administrative Agent, to the applicable government agency, such notices, filings, statements, continuations, or amendments as Administrative Agent shall deem necessary as desirable to perfect its interest in that portion of the Collateral that consists of Intellectual Property; and (vi) delivering to Administrative Agent or if directed by Administrative Agent, to the applicable government agency, such notices, filings, statements, continuations or amendments as Administrative Agent shall deem necessary or desirable to perfect its interest in that portion of the Collateral that consists of Accounts of a value in excess of $450,000.00 with respect to which the Account Debtor is the United States of America or any department agency, public corporation or other instrumentality thereof. Borrower hereby authorizes Administrative Agent to file any financing or continuation statements and amendments thereof covering the Collateral of all Covered Persons in form and substance satisfactory to Administrative Agent and ratifies Administrative Agent's authority to file any such statements or amendments already filed.