Common use of Other Perfection Methods Clause in Contracts

Other Perfection Methods. Each Borrower shall, at any time and from time to time, take such steps as the Lender may reasonably request for the Lender: (i) to obtain a perfected security interest in any Pledged Collateral existing on the date hereof or any Additional Pledged Collateral hereafter arising, (ii) to obtain an acknowledgment, in form and substance reasonably satisfactory to the Lender, of any bailee, warehouseman or consignee having possession of any of the Collateral, stating that such Person holds such Collateral for the Lender as secured party, (iii) to obtain “control” of any Investment Property, Letter-of-credit rights, or “electronic chattel paper” (as such terms are defined by the UCC with corresponding provisions thereof defining what constitutes “control” for such items of Collateral), with any agreements establishing control to be in form and substance reasonably satisfactory to the Lender, and (iv) otherwise to assure the continued perfection and priority of the Lender’s security interest in any of the Collateral and of the preservation of its rights therein. If any Borrower shall at any time acquire a “commercial tort claim” (as such term is defined in the UCC), the Borrower Representative shall promptly notify the Lender thereof in a writing, therein providing a reasonable description and summary thereof, and upon delivery thereof to the Lender, such Borrower shall be deemed to thereby grant to the Lender (and such Borrower hereby grants to the Lender) a security interest and lien in and to such commercial tort claim and all proceeds thereof, all upon the terms of and governed by this Agreement. Nothing contained in this Section shall be construed to narrow the scope of the Lender’s security interests or the perfection or priority thereof or to impair or otherwise limit any of the rights, powers, privileges, or remedies of the Lender under the Loan Documents.

Other Perfection Methods. Each Borrower The Borrowers shall, at any time and from time to time, take such steps as the Lender Administrative Agent may reasonably request for the LenderAdministrative Agent: (i) to obtain a perfected security interest in any Pledged Collateral existing on the date hereof or any Additional Pledged Collateral hereafter arising, (ii) to use commercially reasonable efforts to obtain an acknowledgment, in form and substance reasonably satisfactory to the LenderAdministrative Agent, of any bailee, warehouseman or consignee having possession of any of the Collateral, stating that such Person holds such Collateral for the Lender Administrative Agent as secured party, (iii) to obtain “"control” " of any Investment Property, LetterDeposit Accounts, "letter-of-credit rights", or “"electronic chattel paper” " (as such terms are defined by the UCC with corresponding provisions thereof defining what constitutes “"control” " for such items of Collateral), with any agreements establishing control to be in form and substance reasonably satisfactory to the LenderAdministrative Agent, and (iv) otherwise to assure the continued perfection and priority of the Lender’s Administrative Agent's security interest in any of the Collateral and of the preservation of its rights therein. If any Borrower shall at any time acquire a “"commercial tort claim” " (as such term is defined in the UCC) in excess of One Hundred Thousand Dollars ($100,000), the Borrower Representative shall promptly notify the Lender Administrative Agent thereof in a writing, therein providing a reasonable description and summary thereof, and upon delivery thereof to the LenderAdministrative Agent, such Borrower shall be deemed to thereby grant to the Lender Administrative Agent (and such Borrower hereby grants to the LenderAdministrative Agent) a security interest and lien in and to such commercial tort claim and all proceeds thereof, all upon the terms of and governed by this Agreement. Nothing contained in this Section shall be construed to narrow the scope of the Lender’s Administrative Agent's security interests or the perfection or priority thereof or to impair or otherwise limit any of the rights, powers, privileges, or remedies of the Lender Administrative Agent under the Loan Documents. In addition, no Borrower shall maintain any Securities Account or Commodity Account that is not a Control Account and nor shall it grant "control" over any Investment Property to any Person other than the Administrative Agent, except as otherwise expressly permitted hereunder.

Other Perfection Methods. Each The Borrower and each Subsidiary Guarantor shall, at any time and from time to time, whether or not Revised Article 9 is in effect in any particular jurisdiction, take such steps as the Lender Administrative Agent may reasonably request for the Lender: Administrative Agent (i) to obtain a perfected security interest in any Pledged Collateral existing on the date hereof or any Additional Pledged Collateral hereafter arising, (ii) to obtain an acknowledgment, in form and substance reasonably satisfactory to the LenderAdministrative Agent, of any bailee, warehouseman or consignee bailee having possession of any of the Collateral, stating that such Person the bailee holds such Collateral for the Lender as secured partyAdministrative Agent, (iiiii) to obtain “"control” " of any Investment Propertyinvestment property, Letterdeposit accounts, letter-of-credit rights, or “electronic chattel paper” paper (as such terms are defined by the UCC Revised Article 9 with corresponding provisions thereof defining what constitutes “"control” " for such items of Collateral), with any agreements establishing control to be in form and substance reasonably satisfactory to the LenderAdministrative Agent, and (iviii) otherwise to assure insure the continued perfection and priority of the Lender’s Administrative Agent's security interest in any of the Collateral and of the preservation of its rights therein, whether in anticipation of or following the effectiveness of Revised Article 9 in any jurisdiction. If the Borrower or any Borrower Subsidiary Guarantor shall at any time time, whether or not Revised Article 9 is in effect in any particular jurisdiction, acquire a “"commercial tort claim” " (as such term is defined in the UCC)Revised Article 9) in excess of $250,000, the Borrower Representative or such Subsidiary Guarantor shall promptly notify the Lender Administrative Agent thereof in a writing, therein providing a reasonable description and summary thereof, and upon delivery thereof to the LenderAdministrative Agent, the Borrower or such Borrower Subsidiary Guarantor shall be deemed to thereby grant to the Lender Administrative Agent (and the Borrower or such Borrower Subsidiary Guarantor hereby grants to the LenderAdministrative Agent) a security interest and lien in and to such commercial tort claim and all proceeds thereof, all upon the terms of and governed by this Agreement. Nothing contained in this Section shall be construed to narrow the scope of the Lender’s security interests or the perfection or priority thereof or to impair or otherwise limit any of the rights, powers, privileges, or remedies of the Lender under the Loan Documents.

Other Perfection Methods. Each Borrower shall, at any time and from time to time, take such steps as the Lender may reasonably request for the Lender: (i) to obtain a perfected security interest in any Pledged Collateral existing on the date hereof or any Additional Pledged Collateral hereafter arising, (ii) to obtain an acknowledgment, in form and substance reasonably satisfactory to the Lender, of any bailee, warehouseman or consignee having possession of any of the Collateral, stating that such Person holds such Collateral for the Lender as secured party, (iii) to obtain “control” of any Investment Property, Letter-of-credit rights, or “electronic chattel paper” (as such terms are defined by the UCC with corresponding provisions thereof defining what constitutes “control” for such items of Collateral), with any agreements establishing control to be in form and substance reasonably satisfactory to the Lender, and (iv) otherwise to assure the continued perfection and priority of the Lender’s security interest in any of the Collateral and of the preservation of its rights therein. If any Borrower shall at any time acquire a “commercial tort claim” (as such term is defined in the UCC), the Borrower Representative shall promptly notify the Lender thereof in a writing, therein providing a reasonable description and summary thereof, and upon delivery thereof to the Lender, such Borrower shall be deemed to thereby grant to the Lender (and such Borrower hereby grants to the Lender) a security interest and lien in and to such commercial tort claim and all proceeds thereof, all upon the terms of and governed by this Agreement. 9 CORE/0503816.0513/125525037.8 Nothing contained in this Section shall be construed to narrow the scope of the Lender’s security interests or the perfection or priority thereof or to impair or otherwise limit any of the rights, powers, privileges, or remedies of the Lender under the Loan Documents. . No Borrower shall nor shall any Borrower permit any Subsidiary to, without giving the Lender at least 30 days’ prior written notice thereof: (a) make any change in any location where Inventory or Equipment of such Borrower or such Subsidiary is maintained, or locate any of such Inventory or Equipment at any location not listed on the Disclosure Schedule (other than in connection with sales of Inventory or Equipment in the ordinary course of business or Inventory or Equipment in transit), (b) change its jurisdiction of organization or make any change in the location of its chief executive office, principal place of business or the office where its records pertaining to its Accounts and General Intangibles are kept, (c) add any new places of business or (d) make any change in its legal name or corporate structure. . The provisions of this Section 8 and Section 9 of this Agreement shall remain in full force and effect in respect of the Borrowers should any petition be filed by or against any Borrower for liquidation or reorganization, should any Borrower become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any part of such Borrower’s assets or should any other Financial Impairment relating to such Borrower occur. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall, to the extent permitted by applicable law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. . Each Borrower will, and will cause each of its Subsidiaries to, at the expense of such Borrower, make, execute, endorse, acknowledge, file or deliver to the Lender from time to time such conveyances, financing statements, transfer endorsements, powers of attorney, certificates, and other assurances or instruments and take such further steps relating to the Collateral, now existing or hereafter arising, covered by this Agreement and the other Loan Documents as the Lender may reasonably require. Each Borrower will execute or cause to be executed and shall deliver the Lender any and all documents and agreements deemed necessary by the Lender to give effect to or carry out the terms or intent of the Loan Documents. If at any time the Lender determines, based on applicable law, that all applicable taxes (including, without limitation, mortgage recording taxes or similar charges) were not paid in connection with the recordation of any mortgage or deed of trust, the Borrowers shall promptly pay the same upon demand. Each Borrower will, if requested by the Lender at any time, in order to meet any legal requirement applicable to Lender, provide to the Lender and the Lender, at such Borrower’s expense, appraisals and other supporting documentation relating to any mortgage. Each Borrower shall execute a mortgage or deed of trust, in form and substance satisfactory to the Lender, granting a lien on any real property acquired by such Borrower. The Lender, in the reasonable exercise of its credit judgment, may order and obtain at the Borrowers’ expense, such new or updated title, lien, judgment, patent, trademark and UCC financing statement searches CORE/0503816.0513/125525037.8 or reports as to the Borrowers or any Collateral as the Lender may deem reasonably appropriate; provided that prior to the occurrence and continuance of an Event of Default, the Borrowers shall be responsible for the cost of only one updated title, lien, judgment, patent, trademark and UCC financing statement search in each calendar year. At any time during the existence of an Event of Default, the Lender may order and obtain at the Borrowers’ expense such surveys of real property owned or used by any Borrower as the Lender may deem appropriate, together with updated title searches and reports with respect to such real property. . Except as otherwise provided below, upon the payment in full of all of the Obligations (a) the security interests and the other Liens and licenses granted to the Lender shall terminate, (b) all rights to the Collateral shall revert to the Borrowers with rights therein, (c) the Lender will at the sole cost and expense of the Borrowers, (x) execute and deliver to the Borrowers all documents as the Borrowers may reasonably request to evidence the termination of such security interests and the release of such Collateral, and (y) take such other actions with respect to this Agreement, the other Loan Documents, the Liens created thereby as the Borrowers shall reasonably request, and (d) this Agreement and all of the other Loan Documents will be terminated, and the Borrowers will have no further liabilities or obligations thereunder (except any liabilities and/or obligations which under the terms of this Agreement or any Loan Document survive termination thereof). Notwithstanding anything to the contrary in this Agreement or in any other agreement between or among any Borrower (or any of its Affiliates), on the one hand, and Lender (or any of its Affiliates), on the other hand, in no event shall Lender be obligated to release any lien on or security interest in (a) any real estate or other property owned by Mount Snow until receipt of the EB-5 Funding in respect of the West Lake Water Project, or (b) any real estate or other property of any Borrower if any Borrower (or any of its Affiliates) owes any principal, interest, rent or other amounts to Lender (or any of its Affiliates), including, without limitation, any such amounts owing under the 2014 Credit Agreement, the Hunter Mountain Credit Agreement and/or the Mad River Lease, or if Lender (or any of its Affiliates) has any duty to extend credit or lease property to or for the benefit of any Borrower (or any of its Affiliates).