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

Agreements Regarding Actions to Perfect Liens. Each of the ABL Agent and the Indenture Agent hereby acknowledges that, to the extent that 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 ABL Security Documents or the Indenture Collateral Documents, as applicable, such possession or control is also for the benefit of the Indenture Agent and the other Indenture Secured Parties or the ABL Agent and the other ABL Secured Parties, as applicable, 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 ABL Agent or the Indenture Agent (or any third party acting on either such Person’s behalf) with respect to such Common Collateral or provide the Indenture Agent or any other Indenture Secured Party or the ABL Agent or any other ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, provided that (i) subsequent to the occurrence of the ABL Obligations Payment Date (if the Indenture Obligations Payment Date has not occurred), the ABL Agent shall (A) deliver to the Indenture Agent, at the Company’s sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture Documents or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs, and (ii) subsequent to the occurrence of the Indenture Obligations Payment Date (if the ABL Obligations Payment Date has not occurred), the Indenture Agent shall (A) deliver to the ABL Agent, at the Company’s 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; and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Secured Parties and the Indenture Secured Parties and shall not impose on the ABL Secured Parties or the Indenture Secured Parties any obligations in respect of the disposition 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.

Agreements Regarding Actions to Perfect Liens. Each (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 Agent and the Indenture Agent hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” Lenders (as defined in the Uniform Commercial CodeIntercreditor 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) over Common Collateral pursuant consents (or is deemed to consent), to the ABL Security Documents 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 Indenture Collateral Documents, as applicable, such possession or control is also for the benefit provisions of the Indenture Agent and the other Indenture Secured Parties or the ABL Agent and the other ABL Secured PartiesIntercreditor Agreement, as applicable, 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 ABL Agent or the Indenture Agent (iii) authorizes (or any third party acting is deemed to authorize) the [Agent] [Term Note Purchaser] on either 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’s behalf) with respect to such Common Collateral or provide the Indenture Agent or . Notwithstanding any other Indenture Secured Party or the ABL Agent or any other ABL Secured Partyprovision contained herein, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided that (i) subsequent for herein are subject in all respects to the occurrence provisions of the ABL Obligations Payment Date (if Intercreditor Agreement. In the Indenture Obligations Payment Date has not occurred), the ABL Agent shall (A) deliver to the Indenture Agent, at the Company’s sole cost and expense, the Common Collateral in its possession event of any conflict or control together with any necessary endorsements to the extent required by the Indenture Documents or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs, and (ii) subsequent to the occurrence of the Indenture Obligations Payment Date (if the ABL Obligations Payment Date has not occurred), the Indenture Agent shall (A) deliver to the ABL Agent, at the Company’s 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; and provided, further, that inconsistency between the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Secured Parties and the Indenture Secured Parties and shall not impose on Intercreditor Agreement, the ABL Secured Parties or the Indenture Secured Parties any obligations in respect provisions of the disposition 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 PartyIntercreditor Agreement shall control.”

Agreements Regarding Actions to Perfect Liens. Each of the ABL Agent and the Indenture Agent (a) The First Priority Representative hereby acknowledges that, to the extent that 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 ABL First Priority Security Documents or the Indenture Collateral Documents, as applicable, such possession or control is also for the benefit of and on behalf of, and the Indenture Agent First Priority Representative or such third party holds such possession, as gratuitous bailee for the Second Priority Representative and the other Indenture Second Priority Secured Parties or the ABL Agent and the other ABL Secured Parties, as applicable, solely to the extent required to perfect their security interest in such Common CollateralCollateral (such bailment for perfection being intended, among other things, to satisfy the requirements of Sections 8301(a)(2) and 9-313(c) of the Uniform Commercial Code). Nothing in the preceding sentence foregoing shall be construed to impose any duty on the ABL Agent or the Indenture Agent First Priority Representative (or any third party acting on either such Person’s its behalf) with respect to such Common Collateral or provide the Indenture Agent Second Priority Representative or any other Indenture Second Priority Secured Party or the ABL Agent or any other ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified other than for purposes of perfection as provided in this AgreementSection 2.3, provided that (i) subsequent to the occurrence of the ABL First Priority Obligations Payment Date (if the Indenture Obligations Payment Date has not occurred)Date, the ABL Agent First Priority Representative shall (Ai) (a) deliver to the Indenture AgentSecond Priority Representative, at the Company’s sole cost and expense, the tangible Common Collateral in its possession or control (together with any necessary endorsements to the extent required by the Indenture Documents Second Priority Documents) or (Bb) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs, and (ii) subsequent to the occurrence of the Indenture Obligations Payment Date (if the ABL Obligations Payment Date has not occurred), the Indenture Agent shall (A) deliver to the ABL Agent, at the Company’s sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements provide notice to the extent required applicable account banks party to control agreements to which Second Priority Representative is also a party pursuant to which First Priority Representative was designated as the control party, that it shall no longer be a controlling party thereunder, (iii) at the Company’s sole cost and expense, notify any applicable insurance carrier that it is no longer entitled to be a loss payee or additional insured under the insurance policies of any Loan Party issued by such insurance carrier and (iv) at the ABL Documents Company’s sole cost and expense, notify any governmental authority involved in any condemnation or (B) direct and deliver similar proceeding involving any Loan Party that the First Priority Representative is no longer entitled to approve any awards granted in such Common Collateral as a court of competent jurisdiction otherwise directs; proceeding, and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL First Priority Secured Parties and the Indenture Second Priority Secured Parties and shall not impose on the ABL Secured Parties or the Indenture First Priority Secured Parties any obligations in respect of the disposition 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.

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 Term Loan Secured Parties, with respect to the Term Loan Security Documents, on the other hand, that each such Security Document granting any Lien in the Collateral will contain the following legend (or a legend substantially similar thereto): “Reference is made to the Intercreditor Agreement, dated as of __________________, 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 from time to time, the “Intercreditor Agreement”). Each Person that benefits from the security hereunder, by accepting the benefits of the ABL Agent and the Indenture Agent hereby acknowledges thatsecurity provided hereby, (i) consents (or is deemed to consent), to the extent subordination of Liens provided for in the Intercreditor Agreement, (ii) agrees (or is deemed to agree) that it holdswill be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement, (iii) authorizes (or is deemed to authorize) the [Revolving Lender] [Term Loan 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 a third party holds on its behalfmade available, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the ABL Security Documents or the Indenture Collateral Documents, as applicable, such possession or control is also for the benefit of the Indenture Agent and the other Indenture Secured Parties or the ABL Agent and the other ABL Secured Parties, as applicable, 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 ABL Agent or the Indenture Agent (or any third party acting on either such Person’s behalf) with respect to such Common Collateral or provide the Indenture Agent or . Notwithstanding any other Indenture Secured Party or the ABL Agent or any other ABL Secured Partyprovision contained herein, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided that (i) subsequent for herein are subject in all respects to the occurrence provisions of the ABL Obligations Payment Date (if Intercreditor Agreement. In the Indenture Obligations Payment Date has not occurred), the ABL Agent shall (A) deliver to the Indenture Agent, at the Company’s sole cost and expense, the Common Collateral in its possession event of any conflict or control together with any necessary endorsements to the extent required by the Indenture Documents or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs, and (ii) subsequent to the occurrence of the Indenture Obligations Payment Date (if the ABL Obligations Payment Date has not occurred), the Indenture Agent shall (A) deliver to the ABL Agent, at the Company’s 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; and provided, further, that inconsistency between the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Secured Parties and the Indenture Secured Parties and shall not impose on Intercreditor Agreement, the ABL Secured Parties or the Indenture Secured Parties any obligations in respect provisions of the disposition 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 PartyIntercreditor Agreement shall control.”

Agreements Regarding Actions to Perfect Liens. (a) Each of the ABL Agent Representative and the Indenture Agent Term Loan Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over over, or is otherwise noted as a lienholder on any certificate of title constituting, Common Collateral pursuant to the ABL Security Documents or the Indenture Collateral Term Loan Security Documents, as applicable, such possession or control is also for the benefit of the Indenture Agent Term Loan Representative and the other Indenture Term Loan Secured Parties or the ABL Agent Representative and the other ABL Secured Parties, as applicable, and each agree to hold or control such Common Collateral as gratuitous 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 Section 9-313(c), 9-104, 9-105, 9-106 and 9-107 of the UCC and 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 and the ABL Documents, as applicable, subject to the extent required to perfect their security interest terms and conditions of this Section 2.6 (either the ABL Representative or the Term Loan Representative acting in such Common Collateralcapacity as a gratuitous bailee, the “Control Representative”). Nothing in the preceding sentence this Section 2.6, shall be construed to impose any duty on the ABL Agent Representative or the Indenture Agent Term Loan Representative (or any third party acting on either such Person’s behalf) or create any fiduciary relationship with respect to such Common Collateral or provide the Indenture Agent or Term Loan Representative, any other Indenture Term Loan Secured Party or Party, the ABL Agent Representative or any other ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, the ABL Security Documents and the Term Loan Security Documents, as applicable, provided that (i) subsequent to the occurrence of the ABL Obligations Payment Date (if so long as the Indenture Term Loan Obligations Payment Date has shall not have occurred), the ABL Agent Representative shall (Ai) deliver to the Indenture AgentTerm Loan Representative, at the Company’s Loan Parties’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture Term Loan Documents or (Bii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided, and (ii) further, that subsequent to the occurrence of the Indenture Term Loan Obligations Payment Date (if so long as the ABL Obligations Payment Date has shall not have occurred), the Indenture Agent Term Loan Representative shall (Ai) deliver to the ABL AgentRepresentative, at the Company’s Loan Parties’ 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 (Bii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, further, that the . The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Secured Parties and the Indenture Term Loan Secured Parties and shall not impose on the ABL Secured Parties or the Indenture Term Loan Secured Parties any obligations in respect of the disposition 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.

Agreements Regarding Actions to Perfect Liens. Each (a) The ABL Representative agrees, on behalf of the ABL Agent and the Indenture Agent hereby acknowledges that, to the extent that 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 ABL Security Documents or the Indenture Collateral Documents, as applicable, such possession or control is also for the benefit of the Indenture Agent and the other Indenture Secured Parties or the ABL Agent itself and the other ABL Secured Parties, as applicable, solely with respect to the extent required ABL Security Documents, on the one hand, and the Collateral Trust Representative agrees, on behalf of itself and the other Collateral Trust Secured Parties, with respect to perfect their the Collateral Trust Security Documents, on the other hand, that each such Security Document granting any security interest in such Common Collateralthe Collateral will contain the following legend (or a legend substantially similar thereto): “Reference is made to the Intercreditor Agreement, dated as of June 23, 2011, among PNC BANK, NATIONAL ASSOCIATION, as the ABL Representative (as defined therein), U.S. BANK NATIONAL ASSOCIATION, as the Collateral Trust Representative (as defined therein), XXXXXXX NETWORKS INCORPORATED (“Company”) and the subsidiaries of Company named therein (the “Intercreditor Agreement”). Nothing 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 preceding sentence shall be construed to impose any duty on the ABL Agent or the Indenture Agent Intercreditor Agreement, (ii) agrees (or any third party acting 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 [ABL Representative] [Collateral Trust Representative] on either 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’s behalf) with respect to such Common Collateral or provide the Indenture Agent or . Notwithstanding any other Indenture Secured Party or the ABL Agent or any other ABL Secured Partyprovision contained herein, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided that (i) subsequent for herein are subject in all respects to the occurrence provisions of the ABL Obligations Payment Date (if Intercreditor Agreement. In the Indenture Obligations Payment Date has not occurred), the ABL Agent shall (A) deliver to the Indenture Agent, at the Company’s sole cost and expense, the Common Collateral in its possession event of any conflict or control together with any necessary endorsements to the extent required by the Indenture Documents or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs, and (ii) subsequent to the occurrence of the Indenture Obligations Payment Date (if the ABL Obligations Payment Date has not occurred), the Indenture Agent shall (A) deliver to the ABL Agent, at the Company’s 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; and provided, further, that inconsistency between the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Secured Parties and the Indenture Secured Parties and shall not impose on Intercreditor Agreement, the ABL Secured Parties or the Indenture Secured Parties any obligations in respect provisions of the disposition 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 PartyIntercreditor Agreement shall control.”

Agreements Regarding Actions to Perfect Liens. Each of the ABL Agent Representative and the Indenture Agent Term Loan Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial CodeCode or the Securities Transfer Act, 2006 (Ontario)) over Common Collateral pursuant to the ABL Security Documents or the Indenture Collateral Term Loan Security Documents, as applicable, such possession or control is also for the benefit of the Indenture Agent Term Loan Representative and the other Indenture Term Loan Secured Parties or the ABL Agent Representative and the other ABL Secured Parties, as applicable, solely to the extent required to perfect their security interest (if any) in such Common CollateralCollateral (subject to the Lien Priorities and other terms hereof). Nothing in the preceding sentence shall be construed to impose any duty on the ABL Agent Representative or the Indenture Agent Term Loan Representative (or any third party acting on either such Person’s behalf) with respect to such Common Collateral or provide the Indenture Agent or Term Loan Representative, any other Indenture Term Loan Secured Party or Party, the ABL Agent Representative or any other ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, the ABL Security Documents and the Term Loan Security Documents, as applicable, provided that (i) subsequent to the occurrence of the ABL Obligations Payment Date (if so long as the Indenture Term Loan Obligations Payment Date has shall not have occurred), the ABL Agent Representative shall (Aa) deliver to the Indenture AgentTerm Loan Representative, at the Company’s Loan Parties’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture Term Loan Documents or (Bb) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided, and (ii) further, that subsequent to the occurrence of the Indenture Term Loan Obligations Payment Date (if so long as the ABL Obligations Payment Date has shall not have occurred), the Indenture Agent Term Loan Representative shall (Ai) deliver to the ABL AgentRepresentative, at the Company’s Loan Parties’ 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 (Bi) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, further, that (x) prior to the occurrence of the Term Loan Obligations Payment Date, upon the request of the Term Loan Representative or the Company, the ABL Representative shall turn over to the Term Loan Representative any Term Loan Priority Collateral of which it has physical possession, and (y) prior to the occurrence of the ABL Obligations Payment Date, upon the request of the ABL Representative or the Company, the Term Loan Representative shall turn over to the ABL Representative any ABL Priority Collateral of which it has physical possession. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Secured Parties and the Indenture Term Loan Secured Parties and shall not impose on the ABL Secured Parties or the Indenture Term Loan Secured Parties any obligations in respect of the disposition 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.

Agreements Regarding Actions to Perfect Liens. Each of the (a) The ABL Agent Representative and the Indenture Agent each Term Loan Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over over, or is otherwise noted as a lienholder on any certificate of title constituting, Common Collateral pursuant to the ABL Security Documents or the Indenture Collateral Term Loan Security Documents, as applicable, such possession or control is also for the benefit of the Indenture Agent each Term Loan Representative and the other Indenture Term Loan Secured Parties or the ABL Agent Representative and the other ABL Secured Parties, as applicable, and each agrees to hold or control such Common Collateral as gratuitous bailee and as non-fiduciary agent for the Term Loan Representatives or the ABL Representative, as applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Section 9-313(c), 9-104, 9-105, 9-106 and 9-107 of the UCC and applicable certificate of title laws), solely for the purpose of perfecting the security interest (including any second-priority or third-priority, as the case may be, security interest) granted under the Term Loan Documents and the ABL Documents, as applicable, subject to the extent required to perfect their security interest terms and conditions of this Section 2.6 (either the ABL Representative or the relevant Term Loan Representative acting in such Common Collateralcapacity as a gratuitous bailee, the “Control Representative”). Nothing in the preceding sentence this Section 2.6 shall be construed to impose any duty on the ABL Agent Representative or the Indenture Agent any Term Loan Representative (or any third party acting on either such Person’s behalf) or create any fiduciary relationship with respect to such Common Collateral or provide the Indenture Agent or any Term Loan Representative, any other Indenture Term Loan Secured Party or Party, the ABL Agent Representative or any other ABL Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, the ABL Security Documents and the Term Loan Security Documents, as applicable, provided that (i) subsequent to the occurrence of the ABL Obligations Payment Date Date, the ABL Representative shall (i) first, if the Indenture Term Loan Obligations Payment Date has not occurred), the ABL Agent shall (A) deliver to the Indenture AgentDesignated Term Loan Representative, at the Company’s Loan Parties’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture Term Loan Documents until the Term Loan Obligations Payment Date has occurred and (ii) second, to the extent both the ABL Obligations Payment Date and the Term Loan Obligations Payment Date have occurred, deliver to the Borrowers or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided, and (ii) further, that subsequent to the occurrence of the Indenture Term Loan Obligations Payment Date Date, the relevant Term Loan Representative shall (i) first, if the ABL Obligations Payment Date has not occurred), the Indenture Agent shall (A) deliver to the ABL AgentRepresentative, at the Company’s Loan Parties’ 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 until the ABL Obligations Payment Date has occurred and (ii) second, to the extent both the Term Loan Obligations Payment Date and the ABL Obligations Payment Date have occurred, deliver to the Borrowers or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, further, that the . The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Secured Parties and the Indenture Term Loan Secured Parties and shall not impose on the ABL Secured Parties or the Indenture Term Loan Secured Parties any obligations in respect of the disposition 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.

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 Term Loan Secured Parties, with respect to the Term Loan Security Documents, on the other hand, that each such Security Document granting any Lien in the Collateral will contain the following legend (or a legend substantially similar thereto): “Reference is made to the Intercreditor Agreement, dated as of May 2, 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 from time to time, the “Intercreditor Agreement”). Each Person that benefits from the security hereunder, by accepting the benefits of the ABL Agent and the Indenture Agent hereby acknowledges thatsecurity provided hereby, (i) consents (or is deemed to consent), to the extent subordination of Liens provided for in the Intercreditor Agreement, (ii) agrees (or is deemed to agree) that it holdswill be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement, (iii) authorizes (or is deemed to authorize) the [Revolving Lender] [Term Loan 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 a third party holds on its behalfmade available, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the ABL Security Documents or the Indenture Collateral Documents, as applicable, such possession or control is also for the benefit of the Indenture Agent and the other Indenture Secured Parties or the ABL Agent and the other ABL Secured Parties, as applicable, 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 ABL Agent or the Indenture Agent (or any third party acting on either such Person’s behalf) with respect to such Common Collateral or provide the Indenture Agent or . Notwithstanding any other Indenture Secured Party or the ABL Agent or any other ABL Secured Partyprovision contained herein, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided that (i) subsequent for herein are subject in all respects to the occurrence provisions of the ABL Obligations Payment Date (if Intercreditor Agreement. In the Indenture Obligations Payment Date has not occurred), the ABL Agent shall (A) deliver to the Indenture Agent, at the Company’s sole cost and expense, the Common Collateral in its possession event of any conflict or control together with any necessary endorsements to the extent required by the Indenture Documents or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs, and (ii) subsequent to the occurrence of the Indenture Obligations Payment Date (if the ABL Obligations Payment Date has not occurred), the Indenture Agent shall (A) deliver to the ABL Agent, at the Company’s 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; and provided, further, that inconsistency between the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Secured Parties and the Indenture Secured Parties and shall not impose on Intercreditor Agreement, the ABL Secured Parties or the Indenture Secured Parties any obligations in respect provisions of the disposition 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 PartyIntercreditor Agreement shall control.”

Agreements Regarding Actions to Perfect Liens. Each of the ABL Agent Working Capital Representative and the Indenture Agent Term Loan Representative hereby acknowledges that, to the extent that 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 ABL Working Capital Security Documents or the Indenture Collateral Term Loan Security Documents, as applicable, such possession or control is also for the benefit of the Indenture Agent Term Loan Representative and the other Indenture Term Loan Secured Parties or the ABL Agent Working Capital Representative and the other ABL Working Capital Secured Parties, as applicable, and the Senior Representative agrees to act as agent for the benefit of the Junior Secured Parties under each control agreement entered into or control arrangement with respect to any such Common Collateral, in each case, 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 (including, without limitation, any fiduciary duty or other implied duty) on the ABL Agent Working Capital Representative or the Indenture Agent Term Loan Representative (or any third party acting on either such Person’s behalf) with respect to such Common Collateral or provide the Indenture Agent Term Loan Representative, any other Term Loan Secured Party, the Working Capital Representative or any other Indenture Secured Party or the ABL Agent or any other ABL Working Capital Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, the Working Capital Security Documents and the Term Loan Security Documents, as applicable, provided that (i) subsequent to the occurrence of the ABL Working Capital Obligations Payment Date (if so long as the Indenture Term Loan Obligations Payment Date has shall not have occurred), the ABL Agent Working Capital Representative shall (Ai) deliver to the Indenture AgentTerm Loan Representative, at the Company’s Loan Parties’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture Term Loan Documents or (Bii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; provided, and (ii) further, that subsequent to the occurrence of the Indenture Term Loan Obligations Payment Date (if so long as the ABL Working Capital Obligations Payment Date has shall not have occurred), the Indenture Agent Term Loan Representative shall (Ai) deliver to the ABL AgentWorking Capital Loan Representative, at the Company’s Loan Parties’ sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Working Capital Documents or (Bii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, further, that the . The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Working Capital Secured Parties and the Indenture Term Loan Secured Parties and shall not impose on the ABL Working Capital Secured Parties or the Indenture Term Loan Secured Parties any obligations in respect of the disposition 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. Nothing in the first sentence of this paragraph shall (i) be construed to create any liability of the Working Capital Secured Parties to any of the Term Loan Secured Parties by reason of actions taken with respect to the creation, perfection or continuation of the security interest on any Working Capital Priority Collateral, actions with respect to the occurrence of an “Event of Default” under the Loan Documents, actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, any of the Working Capital Priority Collateral or action with respect to the use or protection of the Working Capital Priority Collateral or (ii) be construed to create any liability of the Term Loan Secured Parties to any of the Working Capital Secured Parties by reason of actions taken with respect to the creation, perfection or continuation of the security interest on any Term Loan Priority Collateral, actions with respect to the occurrence of an “Event of Default” under the Loan Documents, actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, any of the Term Loan Priority Collateral or action with respect to the use or protection of the Term Loan Priority Collateral.

Agreements Regarding Actions to Perfect Liens. (a) Each of the ABL Agent Factoring Representative and the Indenture Agent Notes Representative hereby acknowledges that, to the extent that 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 ABL Factoring Security Documents or the Indenture Collateral Notes Security Documents, as applicable, such possession or control is also for the benefit of the Indenture Agent Notes Representative and the other Indenture Notes Secured Parties or the ABL Agent Factoring Representative and the other ABL Factoring Secured Parties, as applicable, 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 ABL Agent Factoring Representative or the Indenture Agent Notes Representative (or any third party acting on either such Person’s behalf) with respect to such Common Collateral or provide the Indenture Agent Notes Representative, any other Notes Secured Party, the Factoring Representative or any other Indenture Secured Party or the ABL Agent or any other ABL Factoring Secured Party, as applicable, with any rights with respect to such Common Collateral beyond those expressly specified in this Agreement, the Factoring Security Documents and the Notes Security Documents, as applicable, provided that (i) subsequent to the occurrence of the ABL Factoring Obligations Payment Date (if so long as the Indenture Notes Obligations Payment Date has shall not have occurred), the ABL Agent Factoring Representative shall (A) deliver to the Indenture AgentNotes Representative, at the Company’s Financing Parties’ sole cost and expense, the any Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Indenture Notes Documents or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs, and (ii) subsequent to the occurrence of the Indenture Notes Obligations Payment Date (if so long as the ABL Factoring Obligations Payment Date has shall not have occurred), the Indenture Agent Notes Representative shall (A) deliver to the ABL AgentFactoring Representative, at the Company’s Financing Parties’ sole cost and expense, the any Common Collateral in its possession or control together with any necessary endorsements to the extent required by the ABL Factoring Documents or (B) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs; and provided, further, that the . The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Factoring Secured Parties and the Indenture Notes Secured Parties and shall not impose on the ABL Factoring Secured Parties or the Indenture Notes Secured Parties any obligations in respect of the disposition 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.