Common use of Agreements Regarding Actions to Perfect Liens Clause in Contracts

Agreements Regarding Actions to Perfect Liens. (a) The Agent agrees, on behalf of itself and the other ABL Lenders, with respect to the ABL Security Documents, on the one hand, and the Term Note Purchaser agrees with respect to the Term Debt Security Documents, on the other hand, that each such Security Document granting any security interest in the Collateral will contain the following legend (or a legend substantially similar thereto): “Reference is made to that certain Intercreditor Agreement, dated as of September 15, 2017 (as amended, restated, supplemented or modified from time to time, the “Intercreditor Agreement”), by and among Xxxxxxx Investment Group, LLC, a Georgia limited liability company, (“Term Note Purchaser”), Staffing 360 Solutions, Inc., a Delaware corporation (“Parent”), certain of the Parent’s subsidiaries party thereto and MidCap Funding X Trust, in its capacity as agent (together with its affiliates and their respective successors and assigns, “Agent”) for the ABL Lenders (as defined in the Intercreditor Agreement), and each holder and transferee of this instrument or agreement, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Intercreditor Agreement. Each Person that benefits from the security hereunder, by accepting the benefits of the security provided hereby, (i) consents (or is deemed to consent), to the subordination of Liens provided for in the Intercreditor Agreement, (ii) agrees (or is deemed to agree) that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement, (iii) authorizes (or is deemed to authorize) the [Agent] [Term Note Purchaser] on behalf of such Person to enter into, and perform under, the Intercreditor Agreement and (iv) acknowledges (or is deemed to acknowledge) that a copy of the Intercreditor Agreement was delivered, or made available, to such Person. Notwithstanding any other provision contained herein, this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided for herein are subject in all respects to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall control.”

Agreements Regarding Actions to Perfect Liens. (a) The Agent agrees, Second Priority Representative on behalf of itself and the other ABL LendersSecond Priority Secured Parties agrees that UCC-1 financing statements, filings with respect the FAA, filings in the International Registry, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of the Second Priority Representative shall be in form satisfactory to the ABL Security Documents, First Priority Representative. The Junior Priority Representative on the one hand, behalf of itself and the Term Note Purchaser other Junior Priority Secured Parties agrees that UCC-1 financing statements, filings with respect the FAA, filings in the International Registry, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of the Junior Priority Representative shall be in form satisfactory to the Term Debt Security Documents, First Priority Representative and the Second Priority Representative. (b) The Second Priority Representative agrees on behalf of itself and the other handSecond Priority Secured Parties that all mortgages, that each such Security Document granting any security interest deeds to secure debt, deeds of trust, deeds and similar instruments (collectively, “mortgages”) now or thereafter filed against real property in favor of or for the Collateral will benefit of the Second Priority Representative shall be in form satisfactory to the First Priority Representative and shall contain the following legend (notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed to secure debt, deed of trust, deed or a legend substantially similar thereto): “Reference is made instrument now or hereafter granted to that certain Intercreditor AgreementJPMorgan Chase Bank, dated N.A., as of September 15collateral agent, 2017 (as amended, restated, supplemented or modified from time to time, the “Intercreditor Agreement”), by and among Xxxxxxx Investment Group, LLC, a Georgia limited liability company, (“Term Note Purchaser”), Staffing 360 Solutions, Inc., a Delaware corporation (“Parent”), certain of the Parent’s subsidiaries party thereto and MidCap Funding X Trust, in its capacity as agent (together with its affiliates and their respective successors and assigns, “Agent”) for the ABL Lenders (as defined in the Intercreditor Agreement)such property, and each holder and transferee of this instrument or agreement, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Intercreditor Agreement. Each Person that benefits from the security hereunder, by accepting the benefits of the security provided hereby, (i) consents (or is deemed to consent), to the subordination of Liens provided for in the Intercreditor Agreement, (ii) agrees (or is deemed to agree) that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement, (iii) authorizes (or is deemed to authorize) the [Agent] [Term Note Purchaser] on behalf of such Person to enter into, and perform under, the Intercreditor Agreement and (iv) acknowledges (or is deemed to acknowledge) that a copy of the Intercreditor Agreement was delivered, or made available, to such Person. Notwithstanding any other provision contained herein, this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided for herein are subject in all respects to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the Intercreditor Agreement, accordance with the provisions of the Intercreditor Agreement dated as of April 30, 2007 among JPMorgan Chase Bank, N.A., as collateral agent for the First Priority Secured Parties referred to therein, Xxxxxxx Xxxxx Credit Partners L.P., as collateral agent for the Second Priority Secured Parties referred to therein, Delta Air Lines, Inc. and the other Loan Parties referred to therein, and any other Persons who become parties thereto, as amended from time to time.” (c) The Junior Priority Representative agrees on behalf of itself and the other Junior Priority Secured Parties that all mortgages (as defined above) now or thereafter filed against real property in favor of or for the benefit of the Junior Priority Representative shall be in form satisfactory to the First Priority Representative and the Second Priority Representative and shall contain the following notation: “The lien created by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar instrument now or hereafter granted to JPMorgan Chase Bank, N.A., as collateral agent, and its successors and assigns, and to the lien on such property created by any mortgage, deed of trust or similar instrument now or hereafter granted to Xxxxxxx Xxxxx Credit Partners L.P., as collateral agent, and its successors and assigns, in each case in such property, in accordance with the provisions of the Intercreditor Agreement dated as of April 30, 2007 among JPMorgan Chase Bank, N.A., as collateral agent for the First Priority Secured Parties referred to therein, Xxxxxxx Xxxxx Credit Partners L.P., as collateral agent for the Second Priority Secured Parties referred to therein, Delta Air Lines, Inc. and the other Loan Parties referred to therein, and any other Persons who become parties thereto, as amended from time to time.” (d) The First Priority Representative hereby acknowledges that, to the extent that (x) it holds, or a third party holds on its behalf, physical possession of or “control.” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the First Priority Security Documents (including without limitation, control agreements in respect of deposit accounts or securities accounts) or (y) an assignment of moneys constituting amounts due or to be due under government contracts pursuant to the Assignment of Claims Act of 1940, as amended, to the extent constituting Common Collateral, has been made to the First Priority Representative pursuant to the First Priority Security Documents (each, an “Assignment of Moneys”), such possession, control or assignment is also for the benefit of the Second Priority Representative, the other Second Priority Secured Parties, the Junior Priority Representative and the other Junior Priority Secured Parties solely to the extent required to perfect their security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or provide the Second Priority Representative, any other Second Priority Secured Party, the Junior Priority Representative or any other Junior Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement, the Second Priority Security Documents or the Junior Priority Security Documents, as applicable, provided that subsequent to the occurrence of the First Priority Obligations Payment Date, the First Priority Representative shall

Agreements Regarding Actions to Perfect Liens. (a) The Revolving Lender and each Revolving Credit Secured Party agrees, on the one hand, and the Term Loan Administrative Agent agrees, on behalf of itself and the other ABL LendersTerm Loan Secured Parties, with respect to the ABL Security Documents, on the one hand, and the Term Note Purchaser agrees with respect to the Term Debt Loan Security Documents, on the other hand, that each such Security Document granting any security interest Lien in the Collateral will contain the following legend (or a legend substantially similar thereto): “Reference is made to that certain the Intercreditor Agreement, dated as of September 15__________________, 2017 2015 among MIDCAP BUSINESS CREDIT LLC, as the Revolving Lender (as defined therein), XXXXXXX XXXXX BANK USA, as the Term Loan Administrative Agent (as defined therein), VERTEX ENERGY, INC., a Nevada corporation (“Holdings”), VERTEX ENERGY OPERATING, LLC, a Texas limited liability company, and the subsidiaries of Holdings named therein (as amended, modified, restated, amended and restated or supplemented or modified from time to time, the “Intercreditor Agreement”), by and among Xxxxxxx Investment Group, LLC, a Georgia limited liability company, (“Term Note Purchaser”), Staffing 360 Solutions, Inc., a Delaware corporation (“Parent”), certain of the Parent’s subsidiaries party thereto and MidCap Funding X Trust, in its capacity as agent (together with its affiliates and their respective successors and assigns, “Agent”) for the ABL Lenders (as defined in the Intercreditor Agreement), and each holder and transferee of this instrument or agreement, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Intercreditor Agreement. Each Person that benefits from the security hereunder, by accepting the benefits of the security provided hereby, (i) consents (or is deemed to consent), to the subordination of Liens provided for in the Intercreditor Agreement, (ii) agrees (or is deemed to agree) that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement, (iii) authorizes (or is deemed to authorize) the [AgentRevolving Lender] [Term Note PurchaserLoan Administrative Agent] on behalf of such Person to enter into, and perform under, the Intercreditor Agreement and (iv) acknowledges (or is deemed to acknowledge) that a copy of the Intercreditor Agreement was delivered, or made available, to such Person. Notwithstanding any other provision contained herein, this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided for herein are subject in all respects to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall control.”

Agreements Regarding Actions to Perfect Liens. (a) The Revolving Lender and each Revolving Credit Secured Party agrees, on the one hand, and the Term Loan Administrative Agent agrees, on behalf of itself and the other ABL LendersTerm Loan Secured Parties, with respect to the ABL Security Documents, on the one hand, and the Term Note Purchaser agrees with respect to the Term Debt Loan Security Documents, on the other hand, that each such Security Document granting any security interest Lien in the Collateral will contain the following legend (or a legend substantially similar thereto): “Reference is made to that certain the Intercreditor Agreement, dated as of September 15May 2, 2017 2014, among BANK OF AMERICA, N.A., as the Revolving Lender (as defined therein), XXXXXXX XXXXX BANK USA, as the Term Loan Administrative Agent (as defined therein), VERTEX ENERGY, INC., a Nevada corporation (“Holdings”), VERTEX ENERGY OPERATING, LLC, a Texas limited liability company, and the subsidiaries of Holdings named therein (as amended, modified, restated, amended and restated or supplemented or modified from time to time, the “Intercreditor Agreement”), by and among Xxxxxxx Investment Group, LLC, a Georgia limited liability company, (“Term Note Purchaser”), Staffing 360 Solutions, Inc., a Delaware corporation (“Parent”), certain of the Parent’s subsidiaries party thereto and MidCap Funding X Trust, in its capacity as agent (together with its affiliates and their respective successors and assigns, “Agent”) for the ABL Lenders (as defined in the Intercreditor Agreement), and each holder and transferee of this instrument or agreement, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Intercreditor Agreement. Each Person that benefits from the security hereunder, by accepting the benefits of the security provided hereby, (i) consents (or is deemed to consent), to the subordination of Liens provided for in the Intercreditor Agreement, (ii) agrees (or is deemed to agree) that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement, (iii) authorizes (or is deemed to authorize) the [AgentRevolving Lender] [Term Note PurchaserLoan Administrative Agent] on behalf of such Person to enter into, and perform under, the Intercreditor Agreement and (iv) acknowledges (or is deemed to acknowledge) that a copy of the Intercreditor Agreement was delivered, or made available, to such Person. Notwithstanding any other provision contained herein, this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided for herein are subject in all respects to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall control.”

Agreements Regarding Actions to Perfect Liens. (a) The Agent ABL Representative agrees, on behalf of itself and the other ABL LendersSecured Parties, with respect to the ABL Security Documents, on the one hand, and the Term Note Purchaser agrees Collateral Trust Representative agrees, on behalf of itself and the other Collateral Trust Secured Parties, with respect to the Term Debt Collateral Trust Security Documents, on the other hand, that each such Security Document granting any security interest in the Collateral will contain the following legend (or a legend substantially similar thereto): “Reference is made to that certain the Intercreditor Agreement, dated as of September 15June 23, 2017 2011, among PNC BANK, NATIONAL ASSOCIATION, as the ABL Representative (as amendeddefined therein), restatedU.S. BANK NATIONAL ASSOCIATION, supplemented or modified from time to timeas the Collateral Trust Representative (as defined therein), XXXXXXX NETWORKS INCORPORATED (“Company”) and the subsidiaries of Company named therein (the “Intercreditor Agreement”), by and among Xxxxxxx Investment Group, LLC, a Georgia limited liability company, (“Term Note Purchaser”), Staffing 360 Solutions, Inc., a Delaware corporation (“Parent”), certain of the Parent’s subsidiaries party thereto and MidCap Funding X Trust, in its capacity as agent (together with its affiliates and their respective successors and assigns, “Agent”) for the ABL Lenders (as defined in the Intercreditor Agreement), and each holder and transferee of this instrument or agreement, by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Intercreditor Agreement. Each Person that benefits from the security hereunder, by accepting the benefits of the security provided hereby, (i) consents (or is deemed to consent), to the subordination of Liens provided for in the Intercreditor Agreement, (ii) agrees (or is deemed to agree) that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement, (iii) authorizes (or is deemed to authorize) the [AgentABL Representative] [Term Note PurchaserCollateral Trust Representative] on behalf of such Person to enter into, and perform under, the Intercreditor Agreement and (iv) acknowledges (or is deemed to acknowledge) that a copy of the Intercreditor Agreement was delivered, or made available, to such Person. Notwithstanding any other provision contained herein, this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided for herein are subject in all respects to the provisions of the Intercreditor Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall control.”

Agreements Regarding Actions to Perfect Liens. (a) The Agent agrees, on behalf Each of itself and the other ABL Lenders, with respect to the ABL Security Documents, on the one hand, Representative and the Term Note Purchaser agrees with respect Loan Representative hereby acknowledges that, to the Term Debt Security Documentsextent that it holds, on the other hand, that each such Security Document granting any security interest in the Collateral will contain the following legend (or a legend substantially similar thereto): third party holds on its behalf, physical possession of or “Reference is made to that certain Intercreditor Agreement, dated as of September 15, 2017 (as amended, restated, supplemented or modified from time to time, the “Intercreditor Agreement”), by and among Xxxxxxx Investment Group, LLC, a Georgia limited liability company, (“Term Note Purchaser”), Staffing 360 Solutions, Inc., a Delaware corporation (“Parent”), certain of the Parent’s subsidiaries party thereto and MidCap Funding X Trust, in its capacity as agent (together with its affiliates and their respective successors and assigns, “Agent”) for the ABL Lenders control” (as defined in the Intercreditor AgreementUniform Commercial Code) over, or is otherwise noted as a lienholder on any certificate of title constituting, any Term Loan Collateral, in the case of the ABL Representative, or any Common Collateral in the case of the Term Loan Representative, the ABL Representative and the Term Loan Representative, as applicable, each agrees to hold or control such Term Loan Collateral or Common Collateral, as applicable, as bailee and as non-fiduciary agent for the Term Loan Representative or the ABL Representative, as applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 9-313(c), 9-104, 9-105, 9-106, and each holder 9-107 of the UCC and transferee applicable certificate of title laws), solely for the purpose of perfecting the security interest (including any second-priority security interest) granted under the Term Loan Documents or the ABL Documents, as applicable, subject to the terms and conditions of this instrument Section 2.6 (either the ABL Representative or agreementthe Term Loan Representative in such capacity, by its acceptance hereof, irrevocably agrees the “Control Representative”). Nothing in this Section 2.6 shall be construed to be bound by impose any duty on the provisions of ABL Representative or the Intercreditor Agreement. Each Person that benefits from the security hereunder, by accepting the benefits of the security provided hereby, (i) consents Term Loan Representative (or is deemed any third party acting on either such Person’s behalf) or create any fiduciary relationship with respect to consent)such Term Loan Collateral or Common Collateral, to as applicable, or provide the subordination of Liens provided for in the Intercreditor AgreementTerm Loan Representative, (ii) agrees (or is deemed to agree) that it will be bound by, and will take no actions contrary toany other Term Loan Secured Party, the provisions of the Intercreditor AgreementABL Representative or any other ABL Secured Party, (iii) authorizes (or is deemed to authorize) the [Agent] [Term Note Purchaser] on behalf of such Person to enter intoas applicable, and perform under, the Intercreditor Agreement and (iv) acknowledges (or is deemed to acknowledge) that a copy of the Intercreditor Agreement was delivered, or made available, with any rights with respect to such Person. Notwithstanding any other provision contained hereinTerm Loan Collateral or Common Collateral, as applicable, beyond those specified in this Agreement, the Liens created hereby ABL Security Documents and the rightsTerm Loan Security Documents, remediesas applicable, duties and obligations provided for herein are subject in all respects that subsequent to the provisions occurrence of the Intercreditor AgreementABL Obligations Payment Date (so long as the Term Loan Obligations Payment Date shall not have occurred), the ABL Representative shall (i) deliver to the Term Loan Representative, at the Grantors’ sole cost and expense, the Term Loan Collateral in its possession or control together with any necessary endorsements to the extent required by the Term Loan Documents or (ii) direct and deliver such Term Loan Collateral as a court of competent jurisdiction otherwise directs; provided, further, that subsequent to the occurrence of the Term Loan Obligations Payment Date (so long as the ABL Obligations Payment Date shall not have occurred), the Term Loan Representative shall (A) deliver to the ABL Representative, at the Grantors’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Documents or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs. In the event of any conflict or inconsistency between the The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Secured Parties and the Intercreditor Agreement, Term Loan Secured Parties and shall not impose on the provisions ABL Secured Parties or the Term Loan Secured Parties any obligations in respect of the Intercreditor Agreement shall controldisposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.”