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

Perfection and Protection of Security Interest. (a) Each Loan Party shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s Liens subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, including, without limitation: (i) executing, delivering and/or filing and recording of the Mortgage(s), the Patent and Trademark Agreements, filing or authorizing the Agent to file financing or continuation statements, and amendments thereof, and executing and delivering and/or filing all documents in respect of assignments of Government Contracts, all of the foregoing to be in form and substance satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instruments, Documents, and Chattel Paper, and all other Collateral of such Loan Party of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s security interest therein or the first priority nature thereof, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral of such Loan Party located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the Collateral of such Loan Party for which certificates of title have been issued; (iv) when an Event of Default has occurred and is continuing, transferring Inventory of such Loan Party to warehouses or other locations designated by the Agent; (v) placing notations on such Loan Party’s books of account to disclose the Agent’s security interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets of such Loan Party in the possession of securities intermediaries; (vii) assigning and delivering to the Agent all Supporting Obligations of such Loan Party, including letters of credit on which such Loan Party is named beneficiary with written consent of the issuer thereof; and (viii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s Liens. Each Loan Party hereby authorizes the Agent to file one or more financing statements and amendments thereto disclosing the Agent’s Liens. Each Loan Party 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) Each Loan Party shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s Liens subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally's Liens, including, without limitation: (i) executing, delivering delivering, and/or filing and recording of the Mortgage(s), the Patent Copyright, Patent, and Trademark Agreements, and executing and filing or authorizing the Agent to file financing or continuation statements, and amendments thereof, and executing and delivering and/or filing all documents in respect of assignments of Government Contracts, all of the foregoing to be in form and substance satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instrumentsinstruments, Documentsdocuments, and Chattel Paperchattel paper, and all other Collateral of such Loan Party of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein or the first priority nature thereoftherein, duly pledged, endorsed endorsed, or assigned to the Agent without restriction; (iii) delivering to the Agent (A) warehouse receipts covering any portion of the Collateral of such Loan Party located in warehouses and for which warehouse receipts are issued and (B) if requested by the Agent, certificates of title covering any portion of the Collateral of such Loan Party collateral for which certificates of title have been issued; (iv) when an Event of Default has occurred and is continuingexists, transferring Inventory of such Loan Party to warehouses or other locations designated by the Agent; (v) placing notations on such Loan Party’s its books of account to disclose the Agent’s 's security interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets of such Loan Party in the possession of securities intermediaries; (vii) assigning and delivering to the Agent all Supporting Obligations of such Loan Party, including letters of credit on which such Loan Party it is named beneficiary with written consent of the issuer thereofbeneficiary; and (viiivii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. Each Loan Party hereby authorizes To the extent permitted by any Requirement of Law, the Agent to file may file, without any Loan Party's signature, one or more financing statements and amendments thereto disclosing the Agent’s 's Liens. Each Loan Party agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement executed and delivered by such Loan Parties is sufficient as a financing statement.. If any Collateral is at any time in the possession or control of any warehouseman, bailee, or any Loan Party's agents or processors, then such Loan Party shall notify the Agent thereof and shall, at the request of the Agent, notify such Person of the Agent's security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent's account subject to the Agent's instructions. If at any time any Collateral is located on any operating facility of a Loan Party which is not owned by such Loan Party, then such Loan Party shall, at the request of the Agent, use its best efforts to obtain written subordinations, in form and substance satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral; PROVIDED that, in the event any Loan Party is unable to obtain any such written subordination, the Agent may, in its discretion establish a reserve with respect to any such Collateral or, if such Collateral is either Accounts or Inventory, exclude such Accounts or Inventory from the calculation of the Borrowing Base. From time to time, each Loan Party shall, upon the Agent's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to such Loan Party, but the failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to such Loan Party. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). To the extent any Loan Party is or becomes the issuer of any Investment Property that is Collateral, each such Loan Party (in such capacity, an "ISSUER") agrees as follows with respect to such Investment Property:

Perfection and Protection of Security Interest. (a) Each Loan Party Borrower shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s Liens subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally's Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Mortgage(s), the Patent Intellectual Property Agreement and Trademark Agreements, executing and filing or authorizing the Agent to file financing or continuation statements, and amendments thereof, and executing and delivering and/or filing all documents in respect of assignments of Government Contracts, all of the foregoing to be in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instrumentsinstruments, Documentsdocuments, and Chattel Paperchattel paper, and all other Collateral of such Loan Party of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein or the first priority nature thereoftherein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral of such Loan Party located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the Collateral of such Loan Party collateral for which certificates of title have been issued; (iv) when an Event of Default has occurred and is continuingexists, transferring Inventory of such Loan Party to warehouses or other locations designated by the Agent; (v) placing notations on such Loan Party’s Borrower's books of account to disclose the Agent’s 's security interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets of such Loan Party in the possession of securities intermediaries; (vii) assigning and delivering to the Agent all Supporting Obligations of such Loan Party, including letters of credit on which such Loan Party Borrower is named beneficiary with written consent of the issuer thereofbeneficiary; and (viiivii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. Each Loan Party hereby authorizes To the extent permitted by applicable law, the Agent to file may file, without the applicable Borrower's signature, one or more financing statements and amendments thereto disclosing the Agent’s 's Liens. Each Loan Party 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) Each Loan Party Borrower shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s Liens subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally's Liens, including, without limitation: (i) executing, delivering delivering, and/or filing and recording of the Mortgage(s)Copyright, the Patent Patent, and Trademark Agreements, and executing and filing or authorizing the Agent to file financing or continuation statements, and amendments thereof, and executing and delivering and/or filing all documents in respect of assignments of Government Contracts, all of the foregoing to be in form and substance satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instrumentsinstruments, Documentsdocuments, and Chattel Paper, and all other Collateral of such Loan Party of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein or the first priority nature thereoftherein, duly pledged, endorsed endorsed, or assigned to the Agent without restriction; (iii) delivering to the Agent (A) warehouse receipts covering any portion of the Collateral of such Loan Party located in warehouses and for which warehouse receipts are issued and (B) if requested by the Agent, certificates of title reflecting the Agent's Liens covering any portion of the Collateral of such Loan Party for which certificates of title have been issued; (iv) when an Event of Default has occurred and is continuingexists, transferring Inventory of such Loan Party to warehouses or other locations designated by the Agent; (v) placing notations on such Loan Party’s books of account to disclose the Agent’s security interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets of such Loan Party in the possession of securities intermediaries; (vii) assigning and delivering to the Agent all Supporting Obligations of such Loan Party, including letters of credit constituting Collateral on which such Loan Party Borrower is named beneficiary with written consent of the issuer thereofbeneficiary; and (viiivi) taking such other steps as are reasonably deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. Each Loan Party hereby authorizes To the extent permitted by any Requirement of Law, the Agent to file may file, without any Borrower's signature, one or more financing statements and amendments thereto disclosing the Agent’s 's Liens. Each Loan Party Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement executed and delivered by such Borrower is sufficient as a financing statement.

Perfection and Protection of Security Interest. (a) Each Loan Party The Borrower shall, and shall cause SDI Canada to, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s Liens subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally's Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Mortgage(s), the Patent Trademark and Trademark Agreements, Copyright Agreements and executing and filing or authorizing the Agent to file financing or continuation statements, and amendments thereof, and executing and delivering and/or filing all documents in respect of assignments of Government Contracts, all of the foregoing to be in form and substance satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instrumentsinstruments, Documentsdocuments, and Chattel Paperchattel paper, and all other Collateral of such Loan Party of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein or the first priority nature thereoftherein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral of such Loan Party located in warehouses (but not including any in-plant store locations) and for which warehouse receipts are issued and certificates certificate of title titles covering any portion of the Collateral of such Loan Party for which certificates of title have been issued; (iv) when an Event of Default has occurred and is continuingexists, transferring Inventory of such Loan Party to warehouses or other locations designated by the Agent; (v) placing notations on such Loan Party’s the Borrower's or SDI Canada's books of account to disclose the Agent’s 's security interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets of such Loan Party in the possession of securities intermediaries; (vii) assigning and delivering to the Agent all Supporting Obligations of such Loan Party, including letters of credit on which such Loan Party the Borrower or SDI Canada is named beneficiary with written consent of the issuer thereofbeneficiary; and (viiivii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. Each Loan Party hereby authorizes To the extent permitted by applicable law, the Agent to file may file, without the Borrower's signature, one or more financing statements and amendments thereto disclosing the Agent’s 's Liens. Each Loan Party 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) Each Loan Party shall, at its expense, promptly perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s Liens subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally's Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Mortgage(s)Copyright, the Patent and Trademark Agreements, Agreements and executing and filing or authorizing the Agent to file financing or continuation statements, and amendments thereof, and executing and delivering and/or filing all documents in respect of assignments of Government Contracts, all of the foregoing to be in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instrumentsinstruments, Documentsdocuments, and Chattel Paperchattel paper, and all other Collateral of such Loan Party of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein or the first priority nature thereoftherein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral of such Loan Party located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the Collateral of such Loan Party for which certificates of title have been issued; (iv) when an Event of Default has occurred and is continuingexists, transferring Inventory of such Loan Party to warehouses or other locations reasonably designated by the Agent; (v) placing notations on such Loan Party’s 's books of account to disclose the Agent’s 's security interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets of such Loan Party in the possession of securities intermediaries; (vii) assigning and delivering to the Agent all Supporting Obligations of such Loan Party, including letters of credit on which such Loan Party is named beneficiary with written consent of the issuer thereofbeneficiary; and (viii) taking such other steps as are deemed reasonably necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. Each Loan Party hereby authorizes To the extent permitted by applicable law, the Agent to file may file, without such Loan Party's signature, one or more financing statements and amendments thereto disclosing the Agent’s 's Liens. Each Loan Party 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) Each Loan Party shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s Liens subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally's Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Mortgage(s), the Patent ) and Trademark Agreements, executing and filing or authorizing the Agent to file financing or continuation statements, and amendments thereof, and executing and delivering and/or filing all documents in respect of assignments of Government Contracts, all of the foregoing to be in form and substance satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instrumentsinstruments, Documentsdocuments, certificates, and Chattel Paperchattel paper, and all other Collateral of such Loan Party of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein or the first priority nature thereoftherein, duly pledged, endorsed or assigned to the Agent or in blank without restriction; (iii) after a Default or Event of Default, delivering to the Agent warehouse receipts covering any portion of the Collateral of such Loan Party located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the Collateral of such Loan Party collateral for which certificates of title have been issued; (iv) when an Event of Default has occurred and is continuingexists, transferring Inventory of such Loan Party to warehouses or other locations designated by the Agent; (v) placing notations on such Loan Party’s 's books of account to disclose the Agent’s 's security interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets of such Loan Party in the possession of securities intermediaries; (vii) assigning and delivering to the Agent all Supporting Obligations of such Loan Party, including letters of credit on which such Loan Party is named beneficiary with written consent of the issuer thereofbeneficiary; and (viiivii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. Each Loan Party hereby authorizes To the extent permitted by applicable law, the Agent to file may file, without any Loan Party's signature, one or more financing statements and amendments thereto disclosing the Agent’s 's Liens. Each Loan Party 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) Each Loan Party shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s Liens subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally's Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Mortgage(s), the Patent and Trademark Agreements, filing or authorizing the Agent to file financing or continuation statements, and amendments thereof, and executing and delivering and/or filing all documents in respect of assignments of Government Contracts, all of the foregoing to be in form and substance satisfactory to the Agent; (ii) delivering to the Agent the originals of all Instrumentsinstruments, Documentsdocuments, certificates, and Chattel Paperchattel paper, and all other Collateral of such Loan Party of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein or the first priority nature thereoftherein, duly pledged, endorsed or assigned to the Agent or in blank without restriction; (iii) after a Default or Event of Default, delivering to the Agent warehouse receipts covering any portion of the Collateral of such Loan Party located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the Collateral of such Loan Party collateral for which certificates of title have been issued; (iv) when an Event of Default has occurred and is continuingexists, transferring Inventory of such Loan Party to warehouses or other locations designated by the Agent; (v) placing notations on such Loan Party’s 's books of account to disclose the Agent’s 's security interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets of such Loan Party in the possession of securities intermediaries; (vii) assigning and delivering to the Agent all Supporting Obligations of such Loan Party, including letters of credit on which such Loan Party is named beneficiary with written consent of the issuer thereofbeneficiary; and (viiivii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. Each Loan Party hereby authorizes To the extent permitted by applicable law, the Agent to file may file, without any Loan Party's signature, one or more financing statements and amendments thereto disclosing the Agent’s 's Liens. Each Loan Party agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement.