Common use of Perfection and Protection of Security Interest Clause in Contracts

Perfection and Protection of Security Interest. (a) The Borrower shall, at its expense, perform all steps requested by the Administrative Agent at any time to perfect, maintain, protect, and enforce the Administrative Agent's Liens, including: (i) executing, delivering and/or filing and recording of the Mortgage(s) and the Patent, Trademark and Copyright Security Agreement, and executing and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the Co-Agents; (ii) delivering to the Administrative Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Administrative Agent determines it should have physical possession in order to perfect and protect the Administrative Agent's security interest therein, duly pledged, endorsed or assigned to the Administrative Agent without restriction; (iii) delivering to the Administrative Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the collateral for which certificates of title have been issued; (iv) when an Event of Default exists, transferring Inventory to warehouses designated by the Administrative Agent; (v) placing notations on the Borrower's books of account to disclose the Administrative Agent's security interest; (vii) delivering to the Administrative Agent all letters of credit on which the Borrower is named beneficiary; and (viii) taking such other steps as are deemed necessary or desirable by the Administrative Agent to maintain and protect the Administrative Agent's Liens. To the extent permitted by applicable law, the Administrative Agent may file, without the Borrower's signature, one or more financing statements disclosing the Administrative Agent's Liens. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.

Perfection and Protection of Security Interest. (a) The Borrower Except as explicitly set forth herein or in the Indenture and subject to the limitations set forth in the definition of Collateral and Guarantee Requirement, each Grantor, shall, at its expense, perform all steps requested by the Administrative Agent at any time necessary to perfect, maintain, protect, and enforce maintain or protect the Administrative Collateral Agent's Liens’s Liens in the Collateral, including, without limiting any express threshold requirement set forth in this Section 3(a), below which threshold the action subject thereto shall not be required hereunder: (i) executing, delivering and/or filing and recording of the Mortgage(s) and the Patent, Trademark and Copyright Security Agreement, and executing and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the Co-Agents; (ii) executing, delivering and/or filing and recording in all appropriate offices in the United States, the Intellectual Property Security Agreement (or similar document in a form reasonably acceptable to the Administrative Agent Issuer and the originals Collateral Agent, governed by the laws of all instruments, documents, and chattel paper, and all other Collateral of the United States in which the Administrative Agent determines it should have physical possession in order to perfect and protect the Administrative Agent's security interest therein, duly pledged, endorsed such Grantor is incorporated or assigned to the Administrative Agent without restrictionorganized); (iii) delivering to the Administrative Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the collateral for which certificates of title have been issued; (iv) when an Event of Default exists, transferring Inventory has occurred and is continuing and to warehouses designated the extent reasonably requested in writing by the Administrative Collateral Agent; (v) , placing notations on the Borrower's such Grantor’s books of account to disclose the Administrative Collateral Agent's security interest’s Liens; (iv) with respect to any Deposit Account, Securities Account or Commodity Accounts, the delivery of Control Agreements (to the extent required pursuant to Section 3(e)); (v) [reserved]; (vi) in the case of Chattel Paper with a value in excess of $3,000,000, the execution of a contractual obligation assigning control to the Collateral Agent over such Chattel Paper; (vii) delivering to the Administrative Agent all letters of credit on which the Borrower is named beneficiary; and (viii) taking such other steps as are deemed reasonably necessary or desirable by the Administrative Agent to maintain and protect the Administrative Collateral Agent's Liens. To ’s Liens having at least the priority described in Section 4; (viii) if any Pledged Debt (other than any intercompany Indebtedness) for borrowed money in a principal amount in excess of $5,000,000 (individually) is owing to any Grantor and such Pledged Debt is evidenced by a promissory note, deliver such promissory note, together with undated instruments of transfer with respect thereto endorsed in blank, to the Collateral Agent, all in form and substance reasonably satisfactory to the Collateral Agent, (ix) with respect to intercompany Indebtedness, all Indebtedness of the Issuer and/or its Subsidiaries that is owing to any Grantor (or Person required to become an Grantor) shall be evidenced by a subordinated intercompany note (“Subordinated Intercompany Note”), and, the Collateral Agent shall have received such Subordinated Intercompany Note duly executed by the Issuer, each such Subsidiary and each such other Grantor, together with undated instruments of transfer with respect thereto endorsed in blank, and (x) deliver and pledge to the Collateral Agent for the benefit of the Secured Parties certificates representing Pledged Stock (all of which Capital Stock, other than the Capital Stock issued by Alpine PubCo, is hereby required to be certificated) issued to any Grantor by each Subsidiary of such Grantor and all other Pledged Stock (to the extent permitted such Capital Stock is certificated), together with customary blank stock or unit transfer powers and irrevocable powers duly executed in blank. All Capital Stock issued by applicable lawa Grantor (other than Holdings) shall, at all times from and after the Administrative Agent may filedate of the Closing Date, without be certificated (other than the Borrower's signatureCapital Stock issued by Alpine PubCo) and be accompanied by customary blank stock or unit transfer powers and irrevocable powers duly executed in blank. For the avoidance of doubt, one notwithstanding any other provisions set forth herein, (i) the Grantors shall not be required to file or more financing statements disclosing record the Administrative Agent's Liens. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Intellectual Property Security Agreement or any other agreement or filing related to the Grantors’ Intellectual Property outside the United States, (ii) the Capital Stock of a financing statement is sufficient as a financing statementHoldings shall not be required to be pledged hereunder or under any of the other Note Documents.

Perfection and Protection of Security Interest. (a) The Borrower Borrowers shall, at its their expense, perform all steps reasonably requested by the Administrative Agent Lender at any time to perfect, maintain, protect, and enforce its Liens in the Administrative Agent's LiensCollateral including, includingwithout limitation: (i) executing, delivering and/or filing and recording of the Mortgage(s) and the Patent, Trademark and Copyright Security Agreement, and executing and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the Co-AgentsLender; (ii) delivering to the Administrative Agent Lender the original certificates of title for all motor vehicles of the Borrowers with the Lender's security interest properly endorsed thereon; (iii) delivering to the Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Administrative Agent Lender determines it should have physical possession in order to perfect and protect the Administrative AgentLender's security interest therein, duly pledged, endorsed or assigned to the Administrative Agent Lender without restriction; (iiiiv) delivering to the Administrative Agent Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the collateral for which certificates of title have been issued; (iv) when an Event of Default exists, transferring Inventory to warehouses designated by the Administrative Agent; (v) placing notations on the Borrower's books of account to disclose the Administrative Agent's security interest; (vii) delivering to the Administrative Agent Lender all letters of credit on which the any Borrower is named beneficiary; (vi) the filing and recordation with the U.S. Surface Transportation Board of this Agreement and any other agreement under which any Person other than the Borrowers shall use any Equipment; and (viiivii) taking such other steps as are deemed necessary or desirable by the Administrative Agent Lender to maintain and protect the Administrative Agent's its Liens. To the extent permitted by applicable law, the Administrative Agent Lender may file, without the any Borrower's signature, one or more financing statements disclosing the Administrative Agent's its Liens. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.

Perfection and Protection of Security Interest. (a) The Borrower Debtor shall, at its expense, perform all steps reasonably requested by the Administrative Agent at any time to perfect, maintain, protect, and enforce the Administrative Agent's ’s Liens, includingincluding without limitation: (i) executing, delivering and/or filing and recording of the Mortgage(s) and the Patent, Trademark and Copyright Security Agreement, and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Co-AgentsAdministrative Agent; (ii) delivering to the Administrative Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Administrative Agent determines it should have physical possession in order to perfect and protect the Administrative Agent's security interest therein, duly pledged, endorsed or assigned to the Administrative Agent without restriction; (iii) delivering to the Administrative Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the collateral Collateral for which certificates of title have been issued; (iviii) when an any Event of Default existshas occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Administrative Agent; (viv) placing notations on the Borrower's Debtor’s books of account to disclose the Administrative Agent's ’s security interest; (vii) delivering to the Administrative Agent all letters of credit on which the Borrower is named beneficiary; and (viiiv) taking such other steps as are deemed reasonably necessary or desirable by the Administrative Agent to maintain and protect the Administrative Agent's ’s Liens. To Notwithstanding the extent permitted by applicable lawforegoing, unless any Event of Default shall have occurred and be continuing, the Administrative Agent may file, without the Borrower's signature, one or more financing statements disclosing Debtor shall not be required to take any action to perfect the Administrative Agent's Liens’s Liens in (w) Investment Property with an aggregate value less than $100,000, (x) any Letter-of-Credit Rights with respect to any letter of credit with a face amount of $150,000 or less, but only to the extent that the aggregate face amount of all letters of credit does not exceed $750,000, (y) any Deposit Account with a balance of $150,000 or less at the close of any Business Day, but only to the extent that the aggregate number of Deposit Accounts does not exceed five (5) at any time, or (z) electronic Chattel Paper in an aggregate amount of less than $100,000. The Borrower Debtor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.

Perfection and Protection of Security Interest. (a) The Borrower Debtor shall, at its expense, perform all steps reasonably requested by the Administrative Collateral Agent at any time to perfect, maintain, protect, and enforce the Administrative Collateral Agent's Liens, including: (i) executing, delivering and/or filing and recording of the Mortgage(s) and the Patent, Trademark and Copyright Security Agreement, and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Co-AgentsCollateral Agent; (ii) delivering to the Administrative Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Administrative Agent determines it should have physical possession in order to perfect and protect the Administrative Agent's security interest therein, duly pledged, endorsed or assigned to the Administrative Agent without restriction; (iii) delivering to the Administrative Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the collateral Collateral for which certificates of title have been issued; (iviii) when an any Event of Default existshas occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Administrative Collateral Agent; (viv) placing notations on the BorrowerDebtor's books of account to disclose the Administrative Collateral Agent's security interest; (vii) delivering to the Administrative Agent all letters of credit on which the Borrower is named beneficiary; and (viiiv) taking such other steps as are deemed reasonably necessary or desirable by the Administrative Collateral Agent to maintain and protect the Administrative Collateral Agent's Liens. To Notwithstanding the foregoing, unless any Event of Default shall have occurred and be continuing, the Debtor shall not be required to take any action to perfect the Collateral Agent's Liens in (w) Investment Property with an aggregate value less than $100,000, (x) any Letter-of-Credit Rights with respect to any letter of credit with a face amount of $150,000 or less, but only to the extent permitted by applicable lawthat the aggregate face amount of all letters of credit does not exceed $750,000, (y) any Deposit Account with a balance of $150,000 or less at the Administrative Agent may fileclose of any Business Day, without but only to the Borrower's signatureextent that the aggregate number of Deposit Accounts does not exceed five (5) at any time, one or more financing statements disclosing the Administrative Agent's Liens(z) electronic chattel paper in an aggregate amount of less than $100,000. The Borrower Debtor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.