Collateral in Possession of Third Party. Without limiting the generality of any other provision of this Agreement, each Pledgor agrees that it shall not permit any Collateral to be in the possession of any bailee, warehouseman, agent, processor or other third party at any time unless (i) such bailee or other Person shall have been notified of the security interest created by this Agreement (or, if required under applicable law in order to perfect the Bank’s security interest in such Collateral, such bailee or other Person shall have acknowledged to the Bank in writing that it is holding such Collateral for the benefit of the Bank and subject to such security interest and to the instructions of the Bank) and such Pledgor shall have exercised its reasonable best efforts to obtain from such bailee or other Person, at such Pledgor’s sole cost and expense, the written acknowledgement described above (if not already required by applicable law to perfect the Bank’s security interest) and agreement to waive and release any Lien (whether arising by operation of law or otherwise) it may have with respect to such Collateral, such agreement to be in form and substance reasonably satisfactory to the Bank or (ii) such bailee is a dealer and the Collateral involved is finished goods inventory or parts.
Collateral in Possession of Third Party. Without limiting the generality of any other provision of this Agreement, each Pledgor agrees that it shall not permit any Collateral with an aggregate book value in excess of $1,500,000 to be in the possession of any bailee, warehouseman, agent, processor or other third party at any time unless such bailee or other Person shall have been notified of the security interest created by this Agreement (or, if required under applicable law in order to perfect the Administrative Agent’s security interest in such Collateral, such bailee or other Person shall have acknowledged to the Administrative Agent in writing that it is holding such Collateral for the benefit of the Administrative Agent and subject to such security interest and to the instructions of the Administrative Agent) and such Pledgor shall have exercised its reasonable best efforts to obtain from such bailee or other Person, at such Pledgor’s sole cost and expense, the written acknowledgement described above (if not already required by applicable law to perfect the Administrative Agent’s security interest) and agreement to waive and release any Lien (whether arising by operation of law or otherwise) it may have with respect to such Collateral, such agreement to be in form and substance reasonably satisfactory to the Administrative Agent.
Collateral in Possession of Third Party. Without limiting the generality of any other provision of this Agreement, each Pledgor agrees that it shall not permit any goods that constitute Collateral the aggregate value of which exceeds $1,000,000 to be in the possession of any bailee, warehouseman, agent, processor or other third party at any time unless such bailee or other Person shall have been notified of the security interest created by this Agreement (or, if required under applicable law in order to perfect the Administrative Agent’s security interest in such Collateral, such bailee or other Person shall have acknowledged to the Administrative Agent in writing that it is holding such Collateral for the benefit of the Administrative Agent and subject to such security interest and to the instructions of the Administrative Agent).
Collateral in Possession of Third Party. Without limiting the generality of any other provision of this Agreement, each Pledgor agrees that it shall not permit (x) any Collateral located in the United States having a value individually or in the aggregate in excess of $1,000,000 or (y) any Collateral located outside the United States having a value individually or in the aggregate in excess of the greater of (1) $6,000,000 (in each case, other than Goods in transit, mobile goods and work-in-process Inventory) and (2) 5% of the total assets of the Borrower and the Guarantors, to be in the possession of any bailee, warehouseman, agent, processor or other third party at any time unless such bailee or other Person (i) shall have been notified of the security interest created by this Agreement and (ii) such Pledgor shall have used commercially reasonable efforts to have such bailee or other Person execute a written agreement with the Collateral Agent pursuant to which it (1) acknowledges that it is holding such Collateral for the benefit of the Collateral Agent and subject to such security interest and to the instructions of the Collateral Agent and (2) agrees to waive and release or subordinate any Lien (whether arising by operation of law or otherwise) it may have with respect to such Collateral, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent. The Borrower agrees to pay any reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Agent in obtaining the agreement specified in the foregoing clause (ii).
Collateral in Possession of Third Party. If the Collateral is in the possession of a Third Party, Debtor shall join with Secured Party in notifying such Third Party of Secured Party's security interest in the Collateral, and Debtor shall obtain for Secured Party a written acknowledgement from such Third Party that such Third Party is holding the Collateral for the benefit of Secured Party.
Collateral in Possession of Third Party. Except for third party carriers, engaged by Borrowers in the ordinary course of business for transport of Collateral, without limiting the generality of any other provision of this Agreement, each Borrower agrees that it shall not permit any Collateral to be in the possession of any bailee, warehouseman, agent, processor or other third party at any time unless (i) such bailee or other Person shall have been notified of the security interest created by this Agreement (or, if required under applicable law in order to perfect Lender’s security interest in such Collateral, such bailee or other Person shall have acknowledged to Lender in writing that it is holding such Collateral for the benefit of Lender and subject to such security interest and to the instructions of Lender) and each Borrower shall have exercised its reasonable best efforts to obtain from such bailee or other Person, at each Borrower’s sole cost and expense, the written acknowledgement described above (if not already required by applicable law to perfect Lender’s security interest) and agreement to waive and release any Lien (whether arising by operation of law or otherwise) it may have with respect to such Collateral, such agreement to be in form and substance reasonably satisfactory to Lender or (ii) such bailee is a dealer and the Collateral involved is Inventory held for sale at retail in the ordinary course of bailee’s business.
Collateral in Possession of Third Party. Without limiting the generality of any other provision of this Agreement, each Grantor agrees that it shall not permit any Collateral valued in excess of $1,000,000 to be in the possession of any bailee, warehouseman, agent, processor or other third party at any time unless such bailee, warehouseman, agent, processor, or other third party shall have been notified of the security interest created by this Agreement (or, if required under Applicable Law in order to perfect the Administrative Agent’s security interest in such Collateral, such bailee, warehouseman, agent, processor, or other third party shall have acknowledged to the Administrative Agent in writing that it is holding such Collateral for the benefit of the Administrative Agent and subject to such security interest and to the instructions of the Administrative Agent) and such Grantor shall have exercised commercially reasonable efforts to obtain from such bailee, warehouseman, agent, processor, or other third party, at the Grantor’s sole cost and expense, the written acknowledgement described above (if not already required by Applicable Law to perfect the Administrative Agent’s security interest) and to waive and release any Lien (whether arising by operation of Applicable Law or otherwise) it may have with respect to such Collateral, such agreement to be in form and substance reasonably satisfactory to the Administrative Agent to the extent that the same can be achieved through the exercise of commercially reasonable efforts of such Grantor.
Collateral in Possession of Third Party. If the Collateral is in the possession of a third party, Borrowers shall join with Lender in notifying such third party of Lender's security interest in the Collateral, and Borrowers shall obtain for Lender a written acknowledgement from such third party that such third party is holding the Collateral for the benefit of Lender.
