Common use of Grant of Liens and Security Interests Clause in Contracts

Grant of Liens and Security Interests. Subject to the foregoing and as collateral security for the Obligations, Supplier hereby grants to each Consenting OEM a continuing security interest in and lien upon the Operating Assets and Real Estate, solely for purposes of securing Supplier’s obligations to allow the Consenting OEMs to use and occupy its assets as provided in this Agreement, whether now owned or hereafter acquired by Supplier, or in which Supplier now has or at any time in the future may acquire any right, title or interest in, in each case, that is used to manufacture and supply Component Parts to such Consenting OEM (collectively, the “Collateral”). Further, Supplier hereby grants each Consenting OEM permission to file any financing statements and/or mortgages deemed necessary by the Consenting OEMs to perfect their security interests and liens granted hereby. Supplier will not grant any other party a similar right of access with respect to the Collateral, except on terms acceptable to the Consenting OEMs. No Consenting OEM will have the right to foreclose upon, sell, transfer, or dispose of any of the Operating Assets as a part of the Right of Access (as defined below) or as the holder of a secured claim against, or security interest in, the Operating Assets pursuant to this Agreement. So long as a Supplier Termination Event (as defined in the Accommodation Agreement) has not occurred and is not continuing, (i) the liens provided in this Agreement shall not be altered or otherwise affected by any action or inaction which any of the Parties may take or fail to take in respect of the Collateral and (ii) each Party agrees that it will not contest the validity, perfection, priority or enforceability of the liens of the Consenting OEMs in the Collateral. This Agreement will become effective as to each Consenting OEM and each Supplier party upon timely satisfaction of the following conditions: i. Execution of this Agreement by such Parties; ii. Supplier’s delivery to the Consenting OEMs of a copy of the Accommodation Agreement executed by such Parties; and iii. As to the U.S. Debtors only, entry of the Interim Adequate Protection Order (as defined in Accommodation Agreement). Subject to the immediately preceding sentence, this Agreement shall continue in full force and effect after the filing of any insolvency or bankruptcy petition by or against any of the U.S. Debtors, the Japan Debtors, or any other Supplier entity, and all converted, succeeding or similar cases in respect thereof. All references herein to the Supplier shall be deemed to apply, if applicable, to all affiliates and subsidiaries (other than the German Entities), to Supplier and its affiliates and subsidiaries as debtors-in-possession, and to any trustee, receiver or administrator appointed for any Supplier entity. This Agreement, which the Parties expressly acknowledge is a “subordination agreement” under Section 510(a) of the Bankruptcy Code, shall be effective before, during and after the commencement of any bankruptcy, insolvency, or similar proceeding, including without limitation, the U.S. Proceedings.

Grant of Liens and Security Interests. Subject to the foregoing and Solely as collateral security for the ObligationsObligations (and not for any other Obligations of the Supplier under this or any other agreement), Supplier hereby grants to each Consenting OEM Customer (i) a continuing lien and security interest in and lien upon the Operating Assets and mortgage on the Owned Real Estate, solely for purposes of securing Supplier’s obligations to allow the Consenting OEMs to use and occupy its assets as provided in this Agreement, whether now owned or hereafter acquired by Supplier, or in which Supplier now has or at any time in the future may acquire any right, title title, or interest, and (ii) a security interest and lien on the Intellectual Property used in, in each case, that is used to manufacture and supply necessary for the production of Component Parts to such Consenting OEM (collectively, the “Collateral”). Further, Supplier hereby grants each Consenting OEM to Customer permission to file any financing statements statements, security interests, and/or mortgages deemed necessary by the Consenting OEMs Customer to perfect their its security interest and mortgage granted hereby. The security interests and liens mortgages granted hereby. Supplier will not grant any other party a similar right to Customer pursuant to this Agreement to secure the Obligations are junior and subordinate to the liens, security interests, and mortgages granted to the Lenders in all respects but in all cases the Lenders’ exercise of access their rights and remedies with respect to their liens and security interests against the Operating Assets and mortgages on the Owned Real Estate are subject to the terms of this Agreement. The Lenders may take any necessary action to protect their rights in the Collateral, except on terms acceptable to the Consenting OEMs. No Consenting OEM will have the right to foreclose uponincluding but not limited to, sellpreparing for a sale and selling, transfertransferring, or dispose of liquidating any of asset not included as Operating Assets or Owned Real Estate, or to list the Operating Assets or Owned Real Estate for sale provided any closing would occur no sooner than the expiration of the Term of this Agreement, and preparing all of the Collateral for liquidation (including the Operating Assets and Owned Real Estate); provided, however, Lender’s actions will not impair Customer’s Right of Access until the expiration of the Term of this Agreement. Customer’s rights as a part of secured creditor under this Agreement will be strictly limited to enforcing the Right of Access (as defined below) or as the holder of a secured claim against, or Access. The security interest in, and liens in the Operating Assets and Owned Real Estate granted to GM pursuant to this Agreement. So long paragraph or the mortgages, as a Supplier Termination Event (as defined in the Accommodation Agreement) has not occurred applicable, shall terminate and is not continuingbecome of no further force and effect, (i) the liens provided in this Agreement shall not be altered or otherwise affected by without any action or inaction which document of any kind, upon expiration of the Parties may take or fail to take in respect Term of this Agreement. GM hereby grants Supplier and Senior Lenders the right, effective upon the termination of the Collateral and (ii) each Party agrees that it will not contest the validitysecurity interest granted by this paragraph, perfection, priority to file any termination statement or enforceability of the liens of the Consenting OEMs in the Collateral. This Agreement will become effective as mortgage discharge with respect to each Consenting OEM and each Supplier party upon timely any financing statement or release or satisfaction of the following conditions: i. Execution of this Agreement by such Parties; ii. Supplier’s delivery mortgage with respect to the Consenting OEMs of a copy of the Accommodation Agreement executed by such Parties; and iii. As to the U.S. Debtors only, entry of the Interim Adequate Protection Order (as defined in Accommodation Agreement). Subject to the immediately preceding sentence, this Agreement shall continue in full force and effect after the any mortgage filing of any insolvency or bankruptcy petition by or against any of the U.S. Debtors, the Japan Debtors, or any other release of lien documentation necessary in connection with any lien filed by GM in connection with the Operating Assets or Owned Real Estate and agrees to execute any documents deemed by Supplier entity, and all converted, succeeding or similar cases the Senior Lenders to be necessary or desirable in respect thereof. All references herein to the Supplier shall be deemed to apply, if applicable, to all affiliates and subsidiaries (other than the German Entities), to Supplier and its affiliates and subsidiaries as debtors-in-possession, and to any trustee, receiver or administrator appointed for any Supplier entity. This Agreement, which the Parties expressly acknowledge is a “subordination agreement” under Section 510(a) of the Bankruptcy Code, shall be effective before, during and after the commencement of any bankruptcy, insolvency, or similar proceeding, including without limitation, the U.S. Proceedingsconnection therewith.