Common use of Perfection and Protection of Lender’s Security Interest Clause in Contracts

Perfection and Protection of Lender’s Security Interest. Lender’s Liens at all times shall be and remain first, prior and senior to any other interests in the Collateral, except those Permitted Liens which are expressly permitted to be prior to Lender’s Liens in accordance with the definition thereof and except as may be expressly agreed otherwise by Lender in writing. Credit Parties shall take all action reasonably requested by Lender at any time to perfect, maintain, protect and enforce Lender’s Liens and to ensure that Lender’s Liens at all times are first, prior and senior to any other interests in the Collateral, except those Permitted Liens which are expressly permitted to be prior to Lender’s Liens in accordance with the definition thereof. Without limiting the foregoing, unless Lender agrees otherwise in writing, Credit Parties will deliver to Lender the originals of all Instruments, Documents and Chattel Paper, duly endorsed or assigned to Lender without restriction, and all certificates of title covering any portion of the Collateral for which certificates of title have been issued (other than any motor vehicle having a value less than $5,000), together with executed applications for corrected certificates of title, notations of lien and other such documentation as may be requested by Lender. If at any time any Collateral or any books and records relating to Borrowers’ Accounts or Inventory or Equipment are located on any leased premises not owned by a Borrower or any other Credit Party or any Premises owned by any Credit Party that are subject to a mortgage lien, then the applicable Credit Party shall use commercially reasonable efforts to obtain a Collateral Access Agreement from the record owner or mortgagee thereof (it being understood that, without a Collateral Access Agreement, Accounts and Inventory of the Borrowers will not be eligible for inclusion in the Borrowing Base in accordance with the definitions of Eligible Account and Eligible Inventory and Equipment of the Borrowers will not be eligible for inclusion as Eligible Equipment unless Lender in its discretion has established a reserve in the amount of at least three months’ rent). If any Collateral is at any time in the possession or control of any warehouseman, bailee, processor or any other Person other than a Credit Party, then Borrower Representative shall notify Lender thereof and shall use commercially reasonable efforts to obtain a Collateral Access Agreement from such Person (it being understood that, without a Collateral Access Agreement, Accounts and Inventory of the Borrowers will not be eligible for inclusion in the Borrowing Base in accordance with the definitions of Eligible Account and Eligible Inventory and Equipment of the Borrowers will not be eligible for inclusion as Eligible Equipment). If at any time any of Credit Parties’ Equipment that is necessary or otherwise material (as determined by Lender in its Permitted Discretion) to the manufacturing of any Borrower’s Inventory is subject to a Lien of a third party, then such Borrower shall obtain a Collateral Access Agreement and/or Subordination Agreement from such Person.

Perfection and Protection of Lender’s Security Interest. Lender’s Liens at all times shall be and remain first, prior and senior to any other interests in the Collateral, except those Permitted Liens which are expressly permitted to be prior to Lender’s Liens in accordance with the definition thereof and except as may be expressly agreed otherwise by Lender in writing. Credit Parties and Guarantor shall take all action reasonably requested by Lender at any time to perfect, maintain, protect and enforce Lender’s Liens and to ensure that Lender’s Liens at all times are first, prior and senior to any other interests in the Collateral, except those Permitted Liens which are expressly permitted to be prior to Lender’s Liens in accordance with the definition thereof. Without limiting the foregoing, unless Lender agrees otherwise in writing, Credit Parties and Guarantor will deliver to Lender the originals of all Instruments, Documents and Chattel Paper, duly endorsed or assigned to Lender without restriction, and all certificates of title covering any portion of the Collateral for which certificates of title have been issued (other than any motor vehicle having a value less than $5,000)issued, together with executed applications for corrected certificates of title, notations notation of lien Lender’s Lien and other such documentation and related information as may be requested by Lender. If at any time any Collateral or any books and records relating to Borrowers’ Accounts Accounts, Inventory, Equipment, or Inventory or Equipment Rolling Stock are located on any leased premises not owned by a Borrower or any other Credit Party Guarantor, then, at Lender’s request, the Borrower Representative or any Premises owned by any Credit Party that are subject to a mortgage lien, then the applicable Credit Party Borrower or Guarantor shall use commercially reasonable efforts to obtain a Collateral Access Agreement from the record owner or mortgagee thereof (it being understood that, without a Collateral Access Agreement, Accounts and Inventory of the Borrowers will not be eligible for inclusion in the Borrowing Base in accordance with the definitions of Eligible Account and Eligible Inventory and Equipment of the Borrowers will not be eligible for inclusion as Eligible Equipment unless Lender in its discretion has established a reserve in the amount of at least three months’ rent)such leased premises. If any Collateral is at any time in the possession or control of any warehouseman, bailee, processor or any other Person other than a Credit PartyBorrower or Guarantor, then Borrower Representative shall notify Lender thereof and and, at Lender’s request, shall use commercially reasonable efforts to obtain a Collateral Access Agreement from such Person (it being understood Person. For the avoidance of doubt, the parties hereto understand and agree that, without a Collateral Access AgreementAgreement (or to the extent acceptable to Lender with respect to any leased location, Lender has established rent reserves in such amount as Lender may require in its discretion), (a) Accounts and Inventory of the Borrowers will not be eligible for inclusion in the Borrowing Base in accordance with the definitions of Eligible Account and Eligible Inventory Inventory, and (b) Equipment and Rolling Stock of the Borrowers will not be eligible for inclusion as in the Borrowing Base in accordance with the definitions of Eligible EquipmentEquipment and Eligible Rolling Stock (except when such Equipment or Rolling Stock is held out for lease or subject to a bona fide lease or service agreement acceptable to Lender and not otherwise required by Lender to be subject to a Collateral Access Agreement). If at any time any of Credit Parties’ or Guarantor’s Equipment that is necessary or otherwise material (as determined by Lender in its Permitted Discretion) to the manufacturing of any Borrower’s Inventory is subject to a Lien of a third party, then such Borrower shall obtain a Collateral Access Agreement and/or Subordination Agreement from such Person.

Perfection and Protection of Lender’s Security Interest. Lender’s Liens Each Loan Party shall perform, at its expense, all times shall be and remain first, prior and senior to any other interests in the Collateral, except those Permitted Liens which are expressly permitted to be prior to Lender’s Liens in accordance with the definition thereof and except as may be expressly agreed otherwise by Lender in writing. Credit Parties shall take all action actions reasonably requested by Lender at any time to perfect, maintain, protect and enforce Lender’s Liens and to ensure that Lender’s Liens at all times are first, prior and senior to any other interests security interest in the Collateral, except those Permitted Liens which are expressly permitted to be prior to Lender’s Liens in accordance with the definition thereof. Without limiting the foregoing, unless Lender agrees otherwise in writing, Credit Parties will (a) each Loan Party shall deliver to Lender the originals of all Instrumentsinstruments, Documents documents and Chattel Paperchattel paper, duly endorsed or assigned to Lender without restriction, and all certificates of title covering any portion of the Collateral for which certificates of title have been issued (other than any motor vehicle having a value less than $5,000)issued, together with executed applications for corrected certificates of title, notations of lien title and other such documentation as may be requested by Lender, and (b) each Loan Party shall deliver to Lender such executed documentation as Lender may request in order to perfect its security interest in any letter of credit issued in favor of such Loan Party. If at any time any Collateral or any books and records relating to Borrowers’ Accounts or Inventory or Equipment are is located on any leased premises not owned by a Borrower or any other Credit Party or any Premises owned by any Credit Party that are subject to a mortgage lienLoan Party, then such Loan Party shall, at the applicable Credit Party shall use commercially reasonable efforts request of Lender, obtain written landlord lien waivers or subordinations with respect to obtain a Collateral Access Agreement from the record owner or mortgagee thereof (it being understood thatsuch Collateral, without a Collateral Access Agreement, Accounts in form and Inventory of the Borrowers will not be eligible for inclusion in the Borrowing Base in accordance with the definitions of Eligible Account and Eligible Inventory and Equipment of the Borrowers will not be eligible for inclusion as Eligible Equipment unless Lender in its discretion has established a reserve in the amount of at least three months’ rent)substance satisfactory to Lender. If any Collateral is at any time in the possession or control of any warehouseman, bailee, processor or any other Person other than a Credit Loan Party, then Borrower Representative Borrowers shall notify Lender thereof and shall use commercially reasonable efforts to obtain a Collateral Access Agreement from shall, at the request of Lender, notify such Person (it being understood that, without a in form and substance satisfactory to Lender) of Lender’s security interest in such Collateral Access Agreement, Accounts and Inventory of the Borrowers will not be eligible instruct such Person to hold all such Collateral for inclusion in the Borrowing Base in accordance with the definitions of Eligible Account and Eligible Inventory and Equipment of the Borrowers will not be eligible for inclusion as Eligible Equipment). If at any time any of Credit Parties’ Equipment that is necessary or otherwise material (as determined by Lender in its Permitted Discretion) to the manufacturing of any BorrowerLender’s Inventory is account subject to a Lien of a third party, then such Borrower shall obtain a Collateral Access Agreement and/or Subordination Agreement from such PersonLender’s instructions.

Perfection and Protection of Lender’s Security Interest. Lender’s Liens Borrower shall perform, at its expense, all times shall be and remain first, prior and senior to any other interests in the Collateral, except those Permitted Liens which are expressly permitted to be prior to Lender’s Liens in accordance with the definition thereof and except as may be expressly agreed otherwise by Lender in writing. Credit Parties shall take all action reasonably actions requested by Lender at any time to perfect, maintain, protect and enforce Lender’s Liens and to ensure that Lender’s Liens at all times are first, prior and senior to any other interests security interest in the Collateral, except those Permitted Liens which are expressly permitted to be prior to Lender’s Liens in accordance with the definition thereof. Without limiting the foregoing, unless Lender agrees otherwise in writing, Credit Parties (a) Borrower will deliver to Lender the originals of all Instrumentsinstruments, Documents documents and Chattel Paperchattel paper, duly endorsed or assigned to Lender without restriction, and all certificates of title covering any portion of the Collateral for which certificates of title have been issued (other than any motor vehicle having a value less than $5,000)issued, together with executed applications for corrected certificates of title, notations of lien title and other such documentation as may be requested by Lender, and (b) Borrower shall deliver to Lender such executed documentation as Lender may request in order to perfect its security interest in any letter of credit issued in favor of Borrower (other than Excluded Property). If at any time any Collateral or any books and records relating to Borrowers’ Accounts or Inventory or Equipment are is located on any leased premises not owned by a Borrower or any other Credit Party or any Premises owned by any Credit Party that are subject to a mortgage lienBorrower, then Borrower shall, at the applicable Credit Party shall request of Lender, use commercially reasonable efforts to obtain a Collateral Access Agreement from the record owner written landlord lien waivers or mortgagee thereof (it being understood thatsubordinations with respect to such Collateral, without a Collateral Access Agreement, Accounts in form and Inventory of the Borrowers will not be eligible for inclusion in the Borrowing Base in accordance with the definitions of Eligible Account and Eligible Inventory and Equipment of the Borrowers will not be eligible for inclusion as Eligible Equipment unless Lender in its discretion has established a reserve in the amount of at least three months’ rent)substance reasonably satisfactory to Lender. If any Collateral is at any time in the possession or control of any warehouseman, bailee, processor or any other Person other than a Credit PartyBorrower, then Borrower Representative shall notify Lender thereof and shall use commercially reasonable efforts to obtain a Collateral Access Agreement from shall, at the request of Lender, notify such Person (it being understood that, without a in form and substance satisfactory to Lender) of Lender’s security interest in such Collateral Access Agreement, Accounts and Inventory of the Borrowers will not be eligible instruct such Person to hold all such Collateral for inclusion in the Borrowing Base in accordance with the definitions of Eligible Account and Eligible Inventory and Equipment of the Borrowers will not be eligible for inclusion as Eligible Equipment). If at any time any of Credit Parties’ Equipment that is necessary or otherwise material (as determined by Lender in its Permitted Discretion) to the manufacturing of any BorrowerLender’s Inventory is account subject to a Lien of a third party, then such Borrower shall obtain a Collateral Access Agreement and/or Subordination Agreement from such PersonLender’s instructions.

Perfection and Protection of Lender’s Security Interest. Lender’s Liens Each Loan Party shall perform, at its expense, all times shall be and remain first, prior and senior to any other interests in the Collateral, except those Permitted Liens which are expressly permitted to be prior to Lender’s Liens in accordance with the definition thereof and except as may be expressly agreed otherwise by Lender in writing. Credit Parties shall take all action reasonably actions requested by Lender Xxxxxx at any time to perfect, maintain, protect and enforce Lender’s Liens and to ensure that Lender’s Liens at all times are first, prior and senior to any other interests security interest in the Collateral, except those Permitted Liens which are expressly permitted to be prior to Lender’s Liens in accordance with the definition thereof. Without limiting the foregoing, unless Lender Xxxxxx agrees otherwise in writing, Credit Parties will (a) each Loan Party shall deliver to Lender the originals of all Instrumentsinstruments, Documents documents and Chattel Paperchattel paper, duly endorsed or assigned to Lender without restriction, and all certificates of title covering any portion of the Collateral for which certificates of title have been issued (other than any motor vehicle having a value less than $5,000)issued, together with executed applications for corrected certificates of title, notations of lien title and other such documentation as may be requested by LenderXxxxxx, and (b) each Loan Party shall deliver to Lender such executed documentation as Lender may request in order to perfect its security interest in any letter of credit issued in favor of such Loan Party. If at any time any Collateral or any books and records relating to Borrowers’ Accounts or Inventory or Equipment are is located on any leased premises not owned by a Borrower or any other Credit Party or any Premises owned by any Credit Party that are subject to a mortgage lienLoan Party, then the applicable Credit such Loan Party shall use commercially reasonable efforts obtain written landlord lien waivers or subordinations with respect to obtain a Collateral Access Agreement from the record owner or mortgagee thereof (it being understood thatsuch premises, without a Collateral Access Agreement, Accounts in form and Inventory of the Borrowers will not be eligible for inclusion in the Borrowing Base in accordance with the definitions of Eligible Account and Eligible Inventory and Equipment of the Borrowers will not be eligible for inclusion as Eligible Equipment unless Lender in its discretion has established a reserve in the amount of at least three months’ rent)substance satisfactory to Lender. If any Collateral is at any time in the possession or control of any warehouseman, bailee, processor or any other Person other than a Credit Loan Party, then Borrower Representative Loan Parties shall notify Lender thereof and shall use commercially reasonable efforts to obtain a Collateral Access Agreement from shall, at the request of Lender, notify such Person (it being understood thatin form and substance satisfactory to Lender) of Lender’s security interest in such Collateral and instruct such Person to hold all such Collateral for Lender’s account subject to Lender’s instructions and obtain a satisfactory agreement with such Person regarding the Collateral. Upon Xxxxxx’s request, without a Xxxxxxxxx shall record Xxxxxx’s security interest on any certificate of title for any Collateral Access Agreement, Accounts and Inventory of the Borrowers will not be eligible for inclusion in the Borrowing Base in accordance with the definitions of Eligible Account and Eligible Inventory and Equipment of the Borrowers will not be eligible for inclusion as Eligible Equipment). If at any time any of Credit Parties’ Equipment that is necessary or otherwise material (as determined by Lender in its Permitted Discretion) a motor vehicle. Notwithstanding any to the manufacturing of any Borrower’s Inventory is subject contrary herein, pursuant to a Lien of a third partythe Orders, then no filing or other action will be necessary to perfect or protect such Borrower shall obtain a Collateral Access Agreement and/or Subordination Agreement from such PersonLiens and security interests.

Perfection and Protection of Lender’s Security Interest. Lender’s Liens Each Borrower shall perform, at its expense, all times shall be and remain first, prior and senior to any other interests in the Collateral, except those Permitted Liens which are expressly permitted to be prior to Lender’s Liens in accordance with the definition thereof and except as may be expressly agreed otherwise by Lender in writing. Credit Parties shall take all action reasonably actions requested by Lender at any time to perfect, maintain, protect and enforce Lender’s Liens and to ensure that Lender’s Liens at all times are first, prior and senior to any other interests security interest in the Collateral, except those Permitted Liens which are expressly permitted to be prior to Lender’s Liens in accordance with the definition thereof. Without limiting the foregoing, unless Lender agrees otherwise in writing, Credit Parties (a) such Borrower will deliver to Lender the originals of all Instrumentsinstruments, Documents documents and Chattel Paperchattel paper, duly endorsed or assigned to Lender without restriction, and all certificates of title covering any portion of the Collateral for which certificates of title have been issued (other than any motor vehicle having a value less than $5,000)issued, together with executed applications for corrected certificates of title, notations of lien title and other such documentation as may be requested by Lender, and (b) such Borrower shall deliver to Lender such executed documentation as Lender may request in order to perfect its security interest in any letter of credit issued in favor of such Borrower. If at any time any Collateral or any books and records relating to Borrowers’ Accounts or Inventory or Equipment are is located on any leased premises not owned by a Borrower or any other Credit Party or any Premises owned by any Credit Party that are subject to a mortgage liensuch Borrower, then such Borrower shall, at the applicable Credit Party shall use commercially reasonable efforts request of Lender, obtain written landlord lien waivers or subordinations with respect to obtain a Collateral Access Agreement from the record owner or mortgagee thereof (it being understood thatsuch Collateral, without a Collateral Access Agreement, Accounts in form and Inventory of the Borrowers will not be eligible for inclusion in the Borrowing Base in accordance with the definitions of Eligible Account and Eligible Inventory and Equipment of the Borrowers will not be eligible for inclusion as Eligible Equipment unless Lender in its discretion has established a reserve in the amount of at least three months’ rent)substance satisfactory to Lender. If any Collateral is at any time in the possession or control of any warehouseman, bailee, processor or any other Person other than a Credit PartyBorrower, then such Borrower Representative shall notify Lender thereof and shall use commercially reasonable efforts to obtain a Collateral Access Agreement from shall, at the request of Lender, notify such Person (it being understood that, without a in form and substance satisfactory to Lender) of Lender’s security interest in such Collateral Access Agreement, Accounts and Inventory of the Borrowers will not be eligible instruct such Person to hold all such Collateral for inclusion in the Borrowing Base in accordance with the definitions of Eligible Account and Eligible Inventory and Equipment of the Borrowers will not be eligible for inclusion as Eligible Equipment). If at any time any of Credit Parties’ Equipment that is necessary or otherwise material (as determined by Lender in its Permitted Discretion) to the manufacturing of any BorrowerLender’s Inventory is account subject to a Lien of a third party, then such Borrower shall obtain a Collateral Access Agreement and/or Subordination Agreement from such PersonLender’s instructions.

Perfection and Protection of Lender’s Security Interest. Lender’s Liens Borrower shall perform, at its expense, all times shall be and remain first, prior and senior to any other interests in the Collateral, except those Permitted Liens which are expressly permitted to be prior to Lender’s Liens in accordance with the definition thereof and except as may be expressly agreed otherwise by Lender in writing. Credit Parties shall take all action reasonably actions requested by Lender at any time to perfect, maintain, protect and enforce Lender’s Liens and to ensure that Lender’s Liens at all times are first, prior and senior to any other interests security interest in the Collateral, except those Permitted Liens which are expressly permitted to be prior to Lender’s Liens in accordance with the definition thereof. Without limiting the foregoing, unless Lender agrees otherwise in writing, Credit Parties (a) Borrower will deliver to Lender the originals of all Instrumentsinstruments, Documents documents and Chattel Paperchattel paper, duly endorsed or assigned to Lender without restriction, and all certificates of title covering any portion of the Collateral for which certificates of title have been issued (other than any motor vehicle having a value less than $5,000)issued, together with executed applications for corrected certificates of title, notations of lien title and other such documentation as may be requested by Lender, and (b) Borrower shall deliver to Lender such executed documentation as Lender may request in order to perfect its security interest in any letter of credit issued in favor of Borrower. If at any time any Collateral or any books and records relating to Borrowers’ Accounts or Inventory or Equipment are is located on any leased premises not owned by a Borrower or any other Credit Party or any Premises owned by any Credit Party that are subject to a mortgage lienBorrower, then Borrower shall, at the applicable Credit Party shall use commercially reasonable efforts request of Lender, obtain written landlord lien waivers or subordinations with respect to obtain a Collateral Access Agreement from the record owner or mortgagee thereof (it being understood thatsuch Collateral, without a Collateral Access Agreement, Accounts in form and Inventory of the Borrowers will not be eligible for inclusion in the Borrowing Base in accordance with the definitions of Eligible Account and Eligible Inventory and Equipment of the Borrowers will not be eligible for inclusion as Eligible Equipment unless Lender in its discretion has established a reserve in the amount of at least three months’ rent)substance satisfactory to Lender. If any Collateral is at any time in the possession or control of any warehouseman, bailee, processor or any other Person other than a Credit PartyBorrower, then Borrower Representative shall notify Lender thereof and shall use commercially reasonable efforts to obtain a Collateral Access Agreement from shall, at the request of Lender, notify such Person (it being understood that, without a in form and substance satisfactory to Lender) of Lender’s security interest in such Collateral Access Agreement, Accounts and Inventory of the Borrowers will not be eligible instruct such Person to hold all such Collateral for inclusion in the Borrowing Base in accordance with the definitions of Eligible Account and Eligible Inventory and Equipment of the Borrowers will not be eligible for inclusion as Eligible Equipment). If at any time any of Credit Parties’ Equipment that is necessary or otherwise material (as determined by Lender in its Permitted Discretion) to the manufacturing of any BorrowerLender’s Inventory is account subject to a Lien of a third party, then such Borrower shall obtain a Collateral Access Agreement and/or Subordination Agreement from such PersonLender’s instructions.