Common use of Exceptions to Perfection Clause in Contracts

Exceptions to Perfection. Notwithstanding anything to the contrary contained herein, if no Event of Default exists: (i) a Debtor may retain for collection checks representing proceeds of accounts received in the ordinary course of business; (ii) a Debtor may retain any letters of credit and money received or held in the ordinary course of business; (iii) a Debtor may retain and utilize all dividends and interest paid in respect to any of the Pledged Shares or any other investment property; (iv) a Debtor may retain any documents received and further negotiated; and (v) a Debtor shall not be required to: (A) cause the Agent's security interest to be noted on any certificate of title evidencing any equipment or otherwise perfect such security interest in any rolling stock (including railroad cars); (B) grant the Agent control over any deposit account, commodity account or securities account, any chattel paper or letter of credit right; (C) obtain and deliver to the Agent any waivers, subordinations or acknowledgments from any third party who has possession or control of any Collateral, including any agent, landlord, warehousemen, shipper, consignee, processor or bailee; (D) deliver to the Agent any instruments unless the aggregate amount payable under all such instruments which have not been delivered to the Agent exceeds $250,000, in which event only the instruments which cause the aggregate amount payable to exceed the $250,000 amount shall be delivered to the Agent; (E) take any action under the laws of any jurisdiction other than the United States of America or any jurisdiction located therein to create, perfect or protect the security interest of the Agent in the equity interest of the Foreign Subsidiaries pledged pursuant hereto or in any Intellectual Property registered outside the United States of America; or (F) obtain and deliver to the Agent, for the purpose of any fixture filings to be made by the Agent, real property descriptions for any of such Debtor's locations or places of business.

Exceptions to Perfection. Notwithstanding anything to the contrary contained hereinforegoing however, if (but only if) no Event of Default existsexists and except as may be otherwise required by the Credit Agreement or any other Loan Document: (i) a Debtor may retain for collection in the ordinary course of business checks representing proceeds of accounts received in the ordinary course of business; (ii) a Debtor may retain any letters of credit and money received or held in the ordinary course of business; (iii) a Debtor may retain and utilize in the ordinary course of business all dividends and interest paid in respect to any of the Pledged Shares or any other investment property; (iv) a Debtor may retain any documents received and further negotiatednegotiated in the ordinary course of business; and (v) a Debtor shall not be required to: (A) deliver, or cause the Agent's ’s security interest to be noted on thereon, any certificate of title evidencing any equipment which is (1) subject to an operating or otherwise perfect such security interest in any rolling stock capital lease or other purchase money financing permitted by the Credit Agreement, or (including railroad cars)2) has a book value of $50,000 or less as long as the total amount of equipment excluded under this clause (2) does not exceed an aggregate amount equal to $500,000; (B) grant the Agent control over any deposit account, commodity account or securities account, any chattel paper or letter of credit right; (C) obtain and deliver to the Agent any waivers, subordinations or acknowledgments from any third party who has possession or control of any Collateral, including any agent, landlord, warehousemen, shipper, consignee, processor or bailee; (D) deliver to the Agent any instruments unless the aggregate amount payable under all such instruments which have not been delivered to the Agent exceeds $250,000, in which event only the instruments which cause the aggregate amount payable to exceed the $250,000 amount shall be delivered to the Agent; (E) take any action under the laws of any jurisdiction other than the United States of America or any jurisdiction located therein to create, perfect or protect the security interest of the Agent in the equity interest of the Foreign Subsidiaries pledged pursuant hereto or in any Intellectual Property registered outside the United Untied States of America; or; (FD) obtain and deliver to the Agent, for the purpose of any fixture filings to be made by the Agent, real property descriptions for any of such Debtor's ’s locations or places of businessbusiness other than those locations or places of business owned by such Debtor; (E) grant Agent control over any deposit account prior to the date that is sixty (60) days after the date hereof; or (F) take any action to ▇▇▇▇▇ ▇ ▇▇▇▇ in favor of Agent on any real property including delivery of a fully executed deed of trust or mortgage, title insurance policies, landlord consent, estoppel and nondisturbance agreements, first lien holder consents, surveys, appraisals, environmental reports and the other documentation reasonably requested by the Agent or otherwise required by applicable law with respect to any such owned real property. If a Default exists and Agent so requests, then the Debtors shall take such action as Agent may reasonably request to perfect and protect the security interests of Agent in all of the Collateral including any of the Collateral described in clauses (A) through (F) above, including the following actions: (i) the delivery to Agent of all Collateral the possession of which is necessary to perfect the security interest of Agent therein; (ii) the actions described in clauses (A) through (F) above, and (iii) instructing all account debtors to make payment on accounts any other Collateral to a post office box or boxes or to a deposit account under the control and in the name of Agent. Each Debtor agrees that if any proceeds of any Collateral (including payments made in respect of accounts or payment intangible) shall be received by it while a Default exists and Agent so requests, it shall promptly deliver such proceeds to Agent with any necessary endorsements and, until such proceeds are delivered to Agent, such proceeds shall be held in trust by it for the benefit of Agent and shall not be commingled with any other funds or property of it.

Exceptions to Perfection. Notwithstanding anything to the contrary contained hereinforegoing, if so long as no Event of Default existsshall have occurred and be continuing: (ia) a each Debtor may retain for collection in the ordinary course of business checks representing proceeds Proceeds of accounts Accounts received in the ordinary course of business; (iib) a each Debtor may retain any letters of credit and money received or held in the ordinary course of business; (iiic) a each Debtor may retain and utilize in the ordinary course of business all dividends and interest paid in respect to of any of the Pledged Shares Securities Collateral or any other investment propertyInvestment Property; (ivd) a each Debtor may retain any documents Contracts and Instruments received and further negotiated; andin the ordinary course of business; (ve) a no Debtor shall not be required to: (Ai) cause the Agent's security interest Security Interest to be noted on any certificate of title, application for title evidencing or similar evidence of ownership relating to any equipment Equipment which is (A) subject to an operating or otherwise perfect such security interest in any rolling stock capital lease or (including railroad cars)B) has a book value of $100,000 or less so long as the total amount of Equipment excluded under this clause (i) does not exceed an aggregate amount equal to $1,000,000; (Bii) grant the Administrative Agent control over any deposit account, commodity account or securities account, any chattel paper or letter of credit right; (C) obtain and deliver to the Agent any waivers, subordinations or acknowledgments from any third party who has possession or control of any Collateral, including any agent, landlord, warehousemen, shipper, consignee, processor or bailee; (D) deliver to the Agent any instruments unless the aggregate amount payable under all such instruments which have not been delivered to the Agent exceeds $250,000, in which event only the instruments which cause the aggregate amount payable to exceed the $250,000 amount shall be delivered to the Agent; (E) ; take any action under the laws of any jurisdiction other than the United States of America or any jurisdiction located therein to create, perfect or protect the security interest Security Interest on (A) any Equity Interest of the Agent any Foreign Subsidiary or other Securities Collateral in the equity interest respect of the Foreign Subsidiaries such Equity Interest pledged pursuant hereto or in hereunder; (B) any Intellectual Property registered or for which an application is pending outside the United States of America; orAmerica or (C) any other Collateral located outside the United States of America except to the extent required by the other Loan Documents; (Fiii) obtain and deliver to the Administrative Agent, for the purpose of any fixture filings to be made by the Administrative Agent, real property descriptions for any of such Debtor's ’s locations or places of businessbusiness other than those locations or places of business owned by such Debtor; and (f) the Administrative Agent shall, promptly upon request and at the expense of any Debtor, make appropriate arrangements for making any such checks, letters of credit, money, dividends, interest, Contracts or Instruments pledged by such Debtor and held by the Administrative Agent available to such Debtor for purposes of presentation, collection, renewal, use, exercise or other dealing not prohibited by the Credit Agreement. If an Event of Default shall have occurred and be continuing and the Administrative Agent requests in writing, then each Debtor shall take such action as the Administrative Agent may reasonably request in writing to perfect and protect the Security Interests in all of the Collateral including, without limitation, (i) any of the actions described in clauses (i) and (ii) of Section 3.04(e), (ii) the delivery to the Administrative Agent of all Collateral the possession of which is necessary to perfect the Security Interest therein; and (iii) instructing all account debtors to make payment on Accounts or any other Collateral to a post office box or boxes or to a Deposit Account under the control and in the name of the Administrative Agent (each Debtor agrees that if any Proceeds of any Collateral (including payments made in respect of Accounts or General Intangibles) shall be received by it upon the occurrence and during the continuance of an Event of Default and if requested in writing by the Administrative Agent, it shall promptly deliver such Proceeds to the Administrative Agent with any necessary endorsements, and until such Proceeds are delivered to the Administrative Agent, such Proceeds shall be held in trust by such Debtor for the benefit of the Secured Parties and shall not be commingled with any other funds or property of such Debtor).

Exceptions to Perfection. Notwithstanding anything to the contrary contained hereinforegoing however, if no Event of Default exists: (i) a Debtor may retain for collection in the ordinary course of business checks representing proceeds of accounts received in the ordinary course of business; (ii) a Debtor may retain any letters of credit and money received or held in the ordinary course of business; (iii) a Debtor may retain and utilize in the ordinary course of business all dividends and interest paid in respect to any of the Pledged Shares or any other investment property; (iv) a Debtor may retain any documents and instruments (including commercial paper, but excluding promissory notes having a face amount of greater than $100,000) received and further negotiatednegotiated in the ordinary course of business; and (v) a Debtor shall not be required to: (A) cause the Administrative Agent's security interest to be noted on any certificate of title evidencing any equipment which is (1) subject to an operating or otherwise perfect such security interest in any rolling stock capital lease or (including railroad cars)2) has a book value of $50,000 or less as long as the total amount of equipment excluded under this clause (2) does not exceed an aggregate amount equal to $200,000; (B) grant the Administrative Agent control over any deposit account, commodity account or securities account, any chattel paper or letter of credit right; (C) obtain and deliver to the Agent any waivers, subordinations or acknowledgments from any third party who has possession or control of any Collateral, including any agent, landlord, warehousemen, shipper, consignee, processor or bailee; (D) deliver to the Agent any instruments unless the aggregate amount payable under all such instruments which have not been delivered to the Agent exceeds $250,000, in which event only the instruments which cause the aggregate amount payable to exceed the $250,000 amount shall be delivered to the Agent; (E) ; take any action under the laws of any jurisdiction other than the United States of America or any jurisdiction located therein to create, perfect or protect the security interest of the Administrative Agent in in: (i) the equity interest of the any Foreign Subsidiaries Subsidiary pledged pursuant hereto or hereunder other than SpectraLink Denmark ApS; (ii) in any intellectual property (including any Intellectual Property Property) registered or for which an application is pending outside the Untied States of America; or (iii) any other Collateral located outside the United States of America; or; (FC) obtain and deliver to the Administrative Agent, for the purpose of any fixture filings to be made by the Administrative Agent, real property descriptions for any of such Debtor's locations or places of businessbusiness other than those locations or places of business owned by such Debtor; (D) obtain any waivers, subordination or lien acknowledgements from any third party who has possession, control, or a lien on any: (i) Inventory if such Inventory is not included in the Borrowing Base or if such Inventory is included in the Borrowing Base, a Reserve is established by the Administrative Agent in its Permitted Discretion for the claims of such third parties or (ii) other collateral if the Debtors shall have expended commercially reasonable efforts to obtain such waivers, subordinations, or lien acknowledgments. If a Default exists and the Administrative Agent requests, then the Debtors shall take such action as the Administrative Agent may reasonably request in writing to perfect and protect the security interests of the Administrative Agent in all of the Collateral including (i) any of the actions described in clauses (A) through (D) of Section 4.2(b)(v), (ii) the delivery to the Administrative Agent of all Collateral the possession of which is necessary to perfect the security interest of the Administrative Agent therein; and (iii) instructing all account debtors to make payment on accounts or any other Collateral to a post office box or boxes or to a deposit account under the control and in the name of the Administrative Agent (each Debtor agrees that if any proceeds of any Collateral (including payments made in respect of accounts or payment intangible) shall be received by it while a Default exists and if requested in writing by the Administrative Agent, it shall promptly deliver such proceeds to the Administrative Agent with any necessary endorsements, and until such proceeds are delivered to the Administrative Agent, such proceeds shall be held in trust by it for the benefit of the Administrative Agent and shall not be commingled with any other funds or property of it).