Common use of 2Perfection of Security Interest Clause in Contracts

2Perfection of Security Interest. Subject to the limitations set forth herein and in the other Loan Documents, each Loan Party shall take all action that Agent (acting at the direction of the Required Lenders) may reasonably request, to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral to the extent such perfection and priority are contemplated herein or under any other Loan Document, or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, executing and delivering Account Control Agreements, financing statements, instruments of pledge and other documents as Agent (acting at the direction of the Required Lenders) may reasonably request, in each case in form and substance reasonably satisfactory to Agent (acting at the direction of the Required Lenders), relating to the creation, validity, perfection, maintenance or continuation of Agent’s Lien granted hereunder under the Code or other applicable ​ to the extent contemplated by this Agreement and the other Loan Documents. By its signature hereto, each Loan Party hereby authorizes Agent to file against such Loan Party, one or more financing, continuation or amendment statements pursuant to the Code in form and substance reasonably satisfactory to Agent (acting at the direction of the Required Lenders) (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of Collateral as “all assets” and/or “all personal property” of any Loan Party). Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office the Notice of Grant of Security Interest in Intellectual Property substantially in the form attached hereto as Exhibit E and such other documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Loan Party in such Loan Party’s United States Patents, United Stated Trademarks and United States Copyrights, without the signature of such Loan Party, and naming such Loan Party or the Loan Parties, as debtors and Agent as secured party. Notwithstanding anything to the contrary herein, no Loan Party shall be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and their territories and possessions for the purpose of perfecting the Agent’s Lien in any Collateral of such Loan Party constituting Patents, Trademarks or Copyrights or any other assets. Notwithstanding anything else herein, Agent shall not be liable for the preparation, filing, recording, registration or maintenance of any financing statements or any instruments, agreements or other documents.

2Perfection of Security Interest. Subject Borrower authorizes Bank to file at any time financing statements, continuation statements, and amendments thereto that (i) either specifically describe the limitations set forth herein and in Collateral or describe the other Loan Documents, each Loan Party shall take Collateral as all action that Agent (acting at the direction assets of Borrower of the Required Lenderskind pledged hereunder, and (ii) may reasonably request, to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral to the extent such perfection and priority are contemplated herein or under contain any other Loan Documentinformation required by the Code for the sufficiency of filing office acceptance of any financing statement, continuation statement, or amendment, including whether Borrower is an organization, the type of organization and any organizational identification number issued to enable Agent to protectBorrower, exercise or enforce its rights hereunder and in if applicable. Borrower shall have possession of the Collateral, includingexcept goods transferred in the ordinary course of business where expressly otherwise provided in this Agreement or where Bank chooses to perfect its security interest by possession in addition to the filing of a financing statement. Where Collateral is in possession of a third party bailee, but not limited toBorrower shall take such steps as Bank reasonably requests for Bank to (i) subject to Section 7.11 below, executing and delivering Account Control Agreementsobtain an acknowledgment, financing statements, instruments of pledge and other documents as Agent (acting at the direction of the Required Lenders) may reasonably request, in each case in form and substance reasonably satisfactory to Agent (acting at the direction Bank, of the Required Lenders)bailee that the bailee holds such Collateral for the benefit of Bank, relating and (ii) subject to the creationSection 6.6, validityobtain “control” of any Collateral consisting of investment property, perfectiondeposit accounts, maintenance letter-of-credit rights or continuation of Agent’s Lien granted hereunder under the Code or other applicable ​ to the extent contemplated by this Agreement electronic chattel paper (as such items and the other Loan Documents. By its signature hereto, each Loan Party hereby authorizes Agent term “control” are defined in Revised Article 9 of the Code) by causing the securities intermediary or depositary institution or issuing bank to file against such Loan Party, one or more financing, continuation or amendment statements pursuant to the Code execute a control agreement in form and substance reasonably satisfactory to Agent (acting at Bank. Borrower will not create any chattel paper without placing a legend on the direction of the Required Lenders) (which statements may have chattel paper acceptable to Bank indicating that Bank has a description of collateral which is broader than that set forth herein, including without limitation a description of Collateral as “all assets” and/or “all personal property” of any Loan Party). Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office the Notice of Grant of Security Interest in Intellectual Property substantially security interest in the form attached hereto as Exhibit E chattel paper. Borrower from time to time may deposit with Bank specific cash collateral to secure specific Obligations; Borrower authorizes Bank to hold such specific balances in pledge and such other documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Loan Party in such Loan Party’s United States Patents, United Stated Trademarks and United States Copyrights, without the signature of such Loan Party, and naming such Loan Party or the Loan Parties, as debtors and Agent as secured party. Notwithstanding anything to the contrary herein, no Loan Party shall be required decline to take honor any action under the laws of any jurisdiction other than the United States (drafts thereon or any political subdivision thereof) and their territories and possessions for the purpose of perfecting the Agent’s Lien in any Collateral of such Loan Party constituting Patents, Trademarks or Copyrights request by Borrower or any other assetsPerson to pay or otherwise transfer any part of such balances for so long as such specific Obligations are outstanding. Notwithstanding anything else herein, Agent Borrower shall not be liable for the preparation, filing, recording, registration or maintenance of any financing statements or any instruments, agreements or take such other documentsactions as Bank reasonably requests to perfect its security interests granted under this Agreement.

2Perfection of Security Interest. Subject to the limitations set forth herein and in the other Loan DocumentsIntercreditor Agreement, each Loan Party shall take all action that may be necessary or desirable, or that Agent (acting at the direction of the Required Lenders) may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral to the extent such perfection and priority are contemplated herein or under any other Loan Document, or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) promptly discharging all Liens other than Permitted Liens upon demand by Agent or promptly after obtaining knowledge of such Liens, (ii) obtaining Lien Waiver Agreements required under this Agreement, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent and (v) executing and delivering Account Control Agreements, financing statements, control agreements, instruments of pledge pledge, mortgages, notices and other documents as Agent (acting at the direction of the Required Lenders) may reasonably requestassignments, in each case in form and substance reasonably satisfactory to Agent (acting at the direction of the Required Lenders)Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien granted hereunder in any Collateral under the Uniform Commercial Code or other applicable ​ Applicable Law; provided that Loan Parties shall not be required to cause Agent’s Lien to be noted on certificates of title for any motor vehicles, trailers or other assets subject to a certificate of title statute unless and until the extent contemplated by this Agreement and Term Loan Agent’s Lien is notated on any such certificate of title, in which case the other Loan DocumentsAgent’s second priority Lien shall also be notated on such certificate of title. By its signature hereto, each Loan Party hereby authorizes Agent to file against such Loan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance reasonably satisfactory to Agent (acting at the direction of the Required Lenders) (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of Collateral as “all assets” and/or “all personal property” of any Loan Party). All charges, expenses and fees Agent is further authorized may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to file with Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the United States Patent Obligations, or, at Agent’s option, shall be paid by Loan Parties to Agent for its benefit and Trademark Office or United States Copyright Office the Notice of Grant of Security Interest in Intellectual Property substantially in the form attached hereto as Exhibit E and such other documents as may be reasonably necessary or advisable for the purpose ratable benefit of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Loan Party in such Loan Party’s United States Patents, United Stated Trademarks and United States Copyrights, without the signature of such Loan Party, and naming such Loan Party or the Loan Parties, as debtors and Agent as secured party. Notwithstanding anything to the contrary herein, no Loan Party shall be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and their territories and possessions for the purpose of perfecting the Agent’s Lien in any Collateral of such Loan Party constituting Patents, Trademarks or Copyrights or any other assets. Notwithstanding anything else herein, Agent shall not be liable for the preparation, filing, recording, registration or maintenance of any financing statements or any instruments, agreements or other documentsLenders immediately upon demand.

2Perfection of Security Interest. Subject to the limitations set forth herein and in the other Loan Documents, each Each Loan Party shall take all action that may be necessary or desirable, or that the Agent (acting at the direction of the Required Lenders) may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of the Agent’s security interest in and Lien on the Collateral to the extent such perfection and priority are contemplated herein or under any other Loan Document, or to enable the Agent to protect, exercise or enforce its rights hereunder and in the Collateral, includingincluding (a) immediately discharging all Liens other than Permitted Encumbrances, but not limited to(b) using commercially reasonable efforts to obtain such Waivers as the Agent may request, (c) delivering to the Agent, endorsed or accompanied by such instruments of assignment as the Agent may specify, and stamping or marking, in such manner as the Agent may specify, any and all chattel paper, instruments, vehicle titles, letters of credit and advices thereof and documents evidencing or forming a part of the Collateral, (d) entering into lockbox and other custodial arrangements satisfactory to the Agent, and (e) executing and delivering Account Control Agreements, financing statementscontrol agreements, instruments of pledge pledge, notices and other documents as Agent (acting at the direction of the Required Lenders) may reasonably requestassignments, in each case in form and substance reasonably satisfactory to Agent (acting at the direction of the Required Lenders)Agent, relating to the creation, validity, perfection, maintenance or continuation of the Agent’s Lien granted hereunder security interest in Collateral under the Uniform Commercial Code or other applicable ​ to the extent contemplated by this Agreement and the other Loan Documentslaw. By its signature hereto, each Loan Party hereby authorizes the Agent to file against such Loan Party, one or more financing, continuation continuation, or amendment statements pursuant to the Uniform Commercial Code to perfect Liens securing Obligations arising hereunder in form and substance reasonably satisfactory to the Agent. All charges, expenses and fees the Agent (acting at the direction may incur in doing any of the Required Lenders) (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of Collateral as “all assets” and/or “all personal property” of any Loan Party). Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office the Notice of Grant of Security Interest in Intellectual Property substantially in the form attached hereto as Exhibit E and such other documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Loan Party in such Loan Party’s United States Patents, United Stated Trademarks and United States Copyrights, without the signature of such Loan Partyforegoing, and naming such Loan Party or any local taxes relating thereto, shall be charged to the Loan Parties, Account as debtors a Revolving Loan that is a Base Rate Loan and Agent as secured party. Notwithstanding anything added to the contrary hereinObligations, no Loan Party shall be required to take any action under the laws of any jurisdiction other than the United States (or any political subdivision thereof) and their territories and possessions for the purpose of perfecting or, at the Agent’s Lien option, shall be paid to the Agent promptly, but in any Collateral of such Loan Party constituting Patentsno event later than three days, Trademarks or Copyrights or any other assets. Notwithstanding anything else herein, Agent shall not be liable for the preparation, filing, recording, registration or maintenance of any financing statements or any instruments, agreements or other documentsafter demand.