Common use of Protection of Ownership Interest of the Company Clause in Contracts

Protection of Ownership Interest of the Company. (a) Each ----------------------------------------------- of the Transferor and the Collection Agent agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Agent may reasonably request in order to perfect or protect the Transferred Interest or to enable the Agent to exercise or enforce any of its rights hereunder. Without limiting the foregoing, each of the Transferor and CompuCom will, upon the request of the Agent, in order to accurately reflect this purchase and sale transaction, (1) execute and file such financing or continuation statements or amendments thereto or assignments thereof (as permitted pursuant to Section 10.6 hereof) as may be requested by the Company, the Agent or any of the Bank Investors and (2) xxxx its master data processing records and other documents with a legend describing the purchase hereunder of the Transferred Interest. The Transferor shall, upon request of the Agent, obtain such additional search reports as the Agent shall request. To the fullest extent permitted by applicable law, the Agent shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof without the Transferor's signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. Neither the Transferor nor CompuCom shall change its name, identity or corporate structure (within the meaning of Section 9-402(7) of the UCC as in effect in the States of New York and Texas) or relocate its chief executive office or any office where Records are kept unless it shall have: (i) given the Agent at least thirty (30) days prior notice thereof and (ii) prepared at Transferor's expense and delivered to the Agent all financing statements, instruments and other documents necessary to preserve and protect the Transferred Interest or requested by the Agent in connection with such change or relocation. Any filings under the UCC or otherwise that are occasioned by such change in name or location shall be made at the expense of Transferor. (b) The Collection Agent shall instruct all Obligors to cause all Collections to be deposited directly to a Lockbox. Any Lockbox maintained by a Lockbox Bank pursuant to the related Lock-Box Agreement shall be under the exclusive ownership and control of the Agent which is hereby granted to the Agent by the Transferor. The Collection Agent shall be permitted to give instructions to the Lockbox Banks for so long as no Termination Event has occurred hereunder. The Collection Agent shall not add any bank as a Lockbox Bank to those listed on Exhibit L attached hereto unless such bank has entered into a Lockbox Agreement. The Collection Agent shall, prior to adding any bank as a Lockbox Bank, obtain prior written consent of the Agent (such consent not to be unreasonably withheld). The Collection Agent shall not terminate any bank as a Lockbox Bank unless the Agent shall have received fifteen (15) days' prior notice of such termination; provided, however, that at all times hereafter there -------- ------- must be at least one (1) Lockbox Bank. If the Transferor or the Collection Agent receives any Collections, the Transferor or the Collection Agent, as applicable, shall immediately, but in any event within 2 Business Days of receipt, remit such Collections to a Lockbox.

Protection of Ownership Interest of the Company. (a) Each ----------------------------------------------- of the The Transferor and the Collection Agent agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Agent Company may reasonably request in order to perfect or protect the Transferred Interest or as are necessary to enable the Agent Company to exercise or enforce any of its rights hereunder. Without limiting the foregoing, each of the Transferor and CompuCom will, upon the request of the AgentCompany, in order to accurately reflect this purchase and sale transaction, (1) execute and file such financing or continuation statements or amendments thereto or assignments thereof (as permitted pursuant to Section 10.6 9.6 hereof) as may be requested by the Company, the Agent or any of the Bank Investors Company and (2) xxxx mark its master data processing records and other documents with documentx xxth a legend describing the purchase hereunder by the Company of the Transferred Interest. The Transferor shall, upon request of the AgentCompany, obtain such additional search reports as the Agent Company shall request. To the fullest extent permitted by applicable law, the Agent Company shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof without the Transferor's signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. Neither the The Transferor nor CompuCom shall neither change its name, identity or corporate structure (within the meaning of Section 9-402(7) of the UCC as in effect in the States of New York and TexasIllinois) or nor relocate its chief executive office or any office where Records are kept unless it shall have: (i) given the Agent Company at least thirty (30) days prior notice thereof and (ii) prepared at Transferor's expense and delivered to the Agent Company all financing statements, instruments and other documents necessary to preserve and protect the Transferred Interest or requested by the Agent Company in connection with such change or relocation. Any filings under the UCC or otherwise that are occasioned by such change in name or location shall be made at the expense of Transferor. (b) The Collection Agent shall instruct all Obligors to cause all Collections to be deposited directly to with a LockboxLock-Box Bank. Any Lockbox Lock-Box Account maintained by a Lockbox Lock-Box Bank pursuant to the related Lock-Box Agreement shall be under the exclusive ownership and control of the Agent which is hereby granted to the Agent by the TransferorCollateral Agent. The Collection Agent shall be permitted to give instructions to the Lockbox Lock-Box Banks for so long as no either a Collection Agent default or any other Termination Event has not occurred hereunder. The Collection Agent shall not add any bank as a Lockbox Lock-Box Bank to those listed on Exhibit L attached hereto C unless such bank has entered into a Lockbox Lock-Box Agreement. The Collection Agent shall, prior to adding any bank as a Lockbox Bank, obtain prior written consent of the Agent (such consent not to be unreasonably withheld). The Collection Agent shall not terminate any bank as a Lockbox Lock-Box Bank unless the Administrative Agent shall have received fifteen (15) days' prior notice of such termination; provided, however, that at all times hereafter there -------- ------- must be at least one (1) Lockbox Bank. If the Transferor or the Collection Agent receives any CollectionsCollections or the Transferor is deemed to receive any Collections pursuant to Section 2.9, the Transferor or the Collection Agent, as applicable, shall immediately, but in any event within 2 Business Days forty-eight (48) hours of receipt, remit such Collections to a LockboxLock-Box Account.

Protection of Ownership Interest of the Company. (a) Each ----------------------------------------------- of the The Transferor and the Collection Agent agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Agent Company may reasonably request in order to perfect or protect the Transferred Interest or as are necessary to enable the Agent Company to exercise or enforce any of its rights hereunder. Without limiting the foregoing, each of the Transferor and CompuCom will, upon the request of the AgentCompany, in order to accurately reflect this purchase and sale transaction, (1) execute and file such financing or continuation statements or amendments thereto or assignments thereof (as permitted pursuant to Section 10.6 9.6 hereof) as may be requested by the Company, the Agent or any of the Bank Investors Company and (2) xxxx mark its master data processing records and other documents with a legend xxxxnd describing the purchase hereunder by the Company of the Transferred Interest. The Transferor shall, upon request of the AgentCompany, obtain such additional search reports as the Agent Company shall request. To the fullest extent permitted by applicable law, the Agent Company shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof without the Transferor's signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. Neither the The Transferor nor CompuCom shall neither change its name, identity or corporate structure (within the meaning of Section 9-402(7) of the UCC as in effect in the States of New York and TexasIllinois) or nor relocate its chief executive office or any office where Records are kept unless it shall have: (i) given the Agent Company at least thirty (30) days prior notice thereof and (ii) prepared at Transferor's expense and delivered to the Agent Company all financing statements, instruments and other documents necessary to preserve and protect the Transferred Interest or requested by the Agent Company in connection with such change or relocation. Any filings under the UCC or otherwise that are occasioned by such change in name or location shall be made at the expense of Transferor. (b) The Collection Agent shall instruct all Obligors to cause all Collections to be deposited directly to with a LockboxLock-Box Bank. Any Lockbox Lock-Box Account maintained by a Lockbox Lock-Box Bank pursuant to the related Lock-Box Agreement shall be under the exclusive ownership and control of the Agent which is hereby granted to the Agent by the TransferorCollateral Agent. The Collection Agent shall be permitted to give instructions to the Lockbox Lock-Box Banks for so long as no either a Collection Agent default or any other Termination Event has not occurred hereunder. The Collection Agent shall not add any bank as a Lockbox Lock-Box Bank to those listed on Exhibit L attached hereto C unless such bank has entered into a Lockbox Lock-Box Agreement. The Collection Agent shall, prior to adding any bank as a Lockbox Bank, obtain prior written consent of the Agent (such consent not to be unreasonably withheld). The Collection Agent shall not terminate any bank as a Lockbox Lock-Box Bank unless the Administrative Agent shall have received fifteen (15) days' prior notice of such termination; provided, however, that at all times hereafter there -------- ------- must be at least one (1) Lockbox Bank. If the Transferor or the Collection Agent receives any CollectionsCollections or the Transferor is deemed to receive any Collections pursuant to Section 2.9, the Transferor or the Collection Agent, as applicable, shall immediately, but in any event within 2 Business Days forty-eight (48) hours of receipt, remit such Collections to a LockboxLock-Box Account. Notwithstanding anything in this Agreement to the contrary, until November 15, 1994 The Northern Trust Company shall be considered a Lock-Box Bank and the lock-box account maintained by the Transferor at such bank shall be considered a Lock- Box Account, in each case notwithstanding that no Lock-Box Agreement shall be in effect with respect to the lock-box account maintained at such bank, provided that after such date The Northern Trust Company shall not be considered a Lock-Box Bank and the lock-box account maintained by the Transferor at such bank shall not be considered a Lock-Box Account unless on or prior to November 15, 1994, the Transferor shall have delivered to the Collateral Agent a Lock-Box Agreement with respect to the lock-box account maintained by the Transferor at such bank.

Protection of Ownership Interest of the Company. (a) Each ----------------------------------------------- of the Transferor and the Collection Agent agrees that from time to timeThe Originator will, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be action necessary or as that the Agent Company may reasonably request in order to perfect or protect the Transferred Interest Company's ownership of the Purchased Receivables and their Collections or to enable the Agent Company to exercise or and enforce any of its rights hereunder. Without limiting the foregoing, each of the Transferor and CompuCom will, upon At the request of the AgentCompany, in order to accurately reflect this purchase and sale transaction, (1) the Originator shall also execute and file such financing or statements, amendments thereto, and continuation statements or amendments thereto or assignments thereof and deliver to the Company or its designee all contracts and Records (as permitted pursuant including all multiple originals of any such contract) relating to Section 10.6 hereof) as may be the Purchased Receivables, with any appropriate endorsement or assignment requested by the Company, the Agent or any of the Bank Investors and (2) xxxx its master data processing records and other documents with a legend describing the purchase hereunder of the Transferred Interest. The Transferor shall, upon request of the Agent, obtain such additional search reports as the Agent shall request. To the fullest extent permitted by applicable law, the Agent Company shall be permitted to sign and file continuation statements relating to the Purchased Receivables and their Collections and amendments thereto and assignments thereof without the TransferorOriginator's signature. Carbon, photographic or other A reproduction of this Agreement or of any financing statement shall be sufficient as a financing statement. Neither the Transferor nor CompuCom The Originator shall not change its name, identity or corporate structure (within the meaning of Section 9-402(7) of the UCC as in effect in the States of New York and Texasany applicable UCC) or relocate its chief executive office or any office or location where Records are kept unless it shall have: (i) given the Company and the Agent at least thirty (30) days prior 20 days' advance notice thereof and (ii) prepared at Transferor's expense and delivered to the Company and the Agent all financing statements, instruments and other documents necessary to preserve and protect the Transferred Interest or requested by the Company or the Agent in connection with such change or relocation. Any filings under the UCC or otherwise that are occasioned by such change in name or location The Originator shall be made at the expense of Transferor. (b) The Collection Agent shall instruct all Obligors to cause all Collections to be deposited directly to a Lockbox. Any Lockbox maintained by a Lockbox Bank pursuant to the related Lock-Box Agreement shall be under the exclusive ownership and control of the Agent which is hereby granted to the Agent by the Transferor. The Collection Agent shall be permitted to give instructions to the Lockbox Banks for so long as no Termination Event has occurred hereunder. The Collection Agent shall not add any bank as a Lockbox Bank to those listed on Exhibit L attached hereto unless such bank has entered into a Lockbox Agreement. The Collection Agent shall, prior to adding any bank as a Lockbox Bank, obtain prior written consent of the Agent (such consent not to be unreasonably withheld). The Collection Agent shall not terminate any bank as a Lockbox Bank unless the Agent shall have received fifteen (15) days' prior notice of such termination; provided, however, that at all times hereafter there -------- ------- must be at least one maintain its chief executive offices within a jurisdiction in the USA (1other than the states of Florida, Maryland and Tennessee) Lockbox Bankin which Article 9 of the UCC is in effect. If the Transferor Originator moves its chief executive office to a location that imposes Taxes, fees or other charges to perfect the Collection Agent receives any Collectionsinterests of the Company in the Purchased Receivables, the Transferor Originator shall pay all such amounts and any other costs or expenses incurred to maintain the Collection Agent, as applicable, shall immediately, but in any event within 2 Business Days enforceability of receipt, remit such Collections to a Lockboxthis Agreement and the ownership of the Company of the Purchased Receivables.