Common use of Collateral Documentation Clause in Contracts

Collateral Documentation. Borrower covenants and agrees to deliver to Bank such assignments, pledges, deeds, financing statements, consents, bailments, and other instruments, documents and agreements as Bank or its counsel may deem necessary or appropriate to evidence, confirm, effect or perfect any security interest granted or required to be granted under this Agreement, the Master Promissory Note, or any other instrument or agreement as may be acceptable to Bank. Borrower hereby irrevocably authorizes the Bank in its discretion: (i) to file without the signature of the Borrower any and all financing statements, modifications and continuations in respect to the Collateral and the transactions contemplated by this Agreement (ii) to sign any such statement, modification or continuation on behalf of the Borrower if the Bank deems such signature necessary or desirable under applicable law and (iii) to file a carbon, photographic or other reproduction of any financing statement or modification if the Bank deems such filing necessary or desirable under applicable law provided that so long as no Event of Default is then continuing, the Bank shall accord the Borrower an opportunity to review and sign any proposed financing statement or modification (but not continuation), with the Bank exercising its authority hereunder to sign on behalf of the Borrower if the Borrower has not signed within a reasonable period of time (not to exceed 30 days) and provided further that the failure to send any such copy for review or signature shall not affect the validity or enforceability of any such signature and filing by the Bank. The Borrower shall promptly reimburse the Bank for all costs and expenses incurred in connection with the preparation and filing of any such document, including, but not limited to, stamp taxes, recording taxes, privilege taxes, and filing fees. The Bank shall send a copy of any such filing to the Borrower provided, however, that the failure to send that copy shall not affect the validity or enforceability of any such filing. The Bank shall not be liable for any mistake in or failure to file any financing statement, modification or continuation.

Collateral Documentation. Borrower covenants and agrees to deliver to Bank Credit Union such assignments, pledges, deeds, financing statements, consents, bailments, and other instruments, documents and agreements as Bank Credit Union or its counsel may deem necessary or appropriate to evidence, confirm, effect or perfect any security interest granted or required to be granted under this Agreement, the Master Promissory Facility Note, or any other instrument or agreement as may be acceptable to BankCredit Union. Borrower hereby irrevocably authorizes the Bank Credit Union in its discretion: (i) to file without the signature of the Borrower any and all financing statements, modifications and continuations in respect to the Collateral and the transactions contemplated by this Agreement (ii) to sign any such statement, modification or continuation on behalf of the Borrower if the Bank Credit Union deems such signature necessary or desirable under applicable law and (iii) to file a carbon, photographic or other reproduction of any financing statement or modification if the Bank Credit Union deems such filing necessary or desirable under applicable law provided that so long as no Event of Default is then continuing, the Bank Credit Union shall accord the Borrower an opportunity to review and sign any proposed financing statement or modification (but not continuation), with the Bank Credit Union exercising its authority hereunder to sign on behalf of the Borrower if the Borrower has not signed within a reasonable period of time (not to exceed 30 thirty (30) days) and provided further that the failure to send any such copy for review or signature shall not affect the validity or enforceability of any such signature and filing by the BankCredit Union. The Borrower shall promptly reimburse the Bank Credit Union for all costs and expenses incurred in connection with the preparation and filing of any such document, including, but not limited to, stamp taxes, recording taxes, privilege taxes, and filing fees. The Bank Credit Union shall send a copy of any such filing to the Borrower provided, however, that the failure to send that copy shall not affect the validity or enforceability of any such filing. The Bank Credit Union shall not be liable for any mistake in or failure to file any financing statement, modification or continuation.. 

Collateral Documentation. Borrower covenants and agrees to (a) The Loan Parties shall deliver to Bank the Lender on or before the Effective Date and thereafter concurrently with each item becoming Collateral such assignments, pledges, deeds, mortgages, financing statements, attornments, estoppels, waivers, consents, recognitions, bailments, legal opinions and other instruments, documents and agreements as Bank or its counsel the Lender from time to time may deem necessary or appropriate request to further evidence, confirm, effect or perfect any mortgage or other security interest granted or required to be granted under this Agreement, the Master Promissory Note, Agreement or any other instrument or agreement Loan Instrument, each in such form and substance as may be acceptable to Bank. Borrower the Lender. (b) Without in any way limiting the right, power or authority of the Lender under the UCC or other Applicable Law, each Loan Party hereby irrevocably authorizes the Bank Lender in its sole and absolute discretion, at any time and from time to time: (i) to file without the review, approval or signature of the Borrower Loan Party any and all financing statements, modifications and continuations in respect to of the Collateral and Collateral, the Loan Party, any other or additional debtor or the transactions contemplated by this Agreement or any other Loan Instrument in such jurisdictions as the Lender deems necessary or desirable; (ii) to sign any such statement, modification or continuation on behalf of the Borrower Loan Party if the Bank Lender deems such signature necessary or desirable under applicable law Applicable Law; and (iii) to file a carbon, photographic or other reproduction of any financing statement or modification if the Bank Lender deems such filing necessary or desirable under applicable law Applicable Law; provided that so long as no Event of Default is then continuing, if possible the Bank Lender shall endeavor to accord the Borrower Loan Party an opportunity to review and sign any proposed financing statement or modification (but not continuation), with the Bank exercising its authority hereunder to sign on behalf of the Borrower but if the Borrower Loan Party has not signed reviewed it within a reasonable period of time (not to exceed 30 days) days from the date sent), the Lender at any time thereafter may exercise its authority under this Agreement and Applicable Law to file such proposed financing statement or modification; and provided further that the failure to send any such copy for review or signature shall not affect the validity or enforceability of any such signature and or filing by the BankLender. Without in any way limiting the foregoing, each Loan Party hereby acknowledges and agrees that, prior to the execution of this Agreement, the Loan Party reviewed the initial UCC financing statements respecting the Collateral prepared by the Lender and authorized the Lender to file them (i.e., "prefile") in such jurisdictions as the Lender deemed necessary or desirable, and the Loan Party hereby confirms SPAR ESOP Revolving Credit Agreement and ratifies the authority of the Lender to make each such filing. The Borrower Lender shall promptly reimburse the Bank for all costs and expenses incurred in connection with the preparation and filing of any such document, including, but not limited to, stamp taxes, recording taxes, privilege taxes, and filing fees. The Bank shall endeavor to send a copy of any such filing to the Borrower each Loan Party; provided, however, that the failure to send that copy shall not affect the validity or enforceability of any such filing. The Bank Lender shall not be liable for any mistake in or failure to file any financing statement, modification modification, continuation or continuationother perfection document. (c) The Lender from time to time may request that items of Collateral be legended or otherwise marked from time to time to reflect the Lender's security interests therein, and each Loan Party shall promptly mark each requested item in a prominent location with such legend as xxx Lender may direct, which may be affixed directly or on a permanently attached plaque of customary size. No Loan Party shall, and no Loan Party shall cause, suffer or permit anyone else to, alter, cover, deface or remove any such legend without the prior written consent of the Lender, except that such legend may be removed from items released by the Lender in writing from time to time from the security interests created under this Agreement and the other Loan Instruments as provided herein or therein. (d) The Borrower shall enter into one or more lock box and control agreements with the Lender and the Senior Lender, its affiliates or such commercial bank(s) as may be acceptable to the Lender (the "Depository"), which agreements shall be in such form and substance as may be acceptable to the Lender. The Borrower shall instruct each person who from time to time is billed any amount by the Borrower or owes any amount to the Borrower under any Account Receivable to all payments to the Borrower in care of the Depository for collection and deposit in a designated lock box account (the "Lock Box Account"). All of the Borrower's Account Receivable collections and any and all other sources of revenue, income or cash flow of the Borrower, including (without limitation) any and all cash, check, credit card or other receipts, shall be the subject of such lock box agreements by no later than 10 days after such request. Amounts in the Lock Box Account shall be collected in or periodically transferred to the Lender's account with the Senior Lender for application as provided in Section 2.06(b) hereof Nothing contained in this Agreement, however, shall be deemed to alter or amend the Obligations of the Borrower, and neither the assignment of the accounts receivable nor any receipt of any payments thereunder shall be deemed to constitute a payment with respect to any of the Obligations absent an exercise by the Lender of its rights to make any application of collected funds under this Agreement.

Collateral Documentation. Borrower covenants and agrees to deliver to Bank Credit Union such assignments, pledges, deeds, financing statements, consents, bailments, and other instruments, documents and agreements as Bank Credit Union or its counsel may deem necessary or appropriate to evidence, confirm, effect or perfect any security interest granted or required to be granted under this Agreement, the Master Promissory Facility Note, or any other instrument or agreement as may be acceptable to BankCredit Union. Borrower hereby irrevocably authorizes the Bank Credit Union in its discretion: (i) to file without the signature of the Borrower any and all financing statements, modifications and continuations in respect to the Collateral and the transactions contemplated by this Agreement (ii) to sign any such statement, modification or continuation on behalf of the Borrower if the Bank Credit Union deems such signature necessary or desirable under applicable law and (iii) to file a carbon, photographic or other reproduction of any financing statement or modification if the Bank Credit Union deems such filing necessary or desirable under applicable law provided that so long as no Event of Default is then continuing, the Bank Credit Union shall accord the Borrower an opportunity to review and sign any proposed financing statement or modification (but not continuation), with the Bank Credit Union exercising its authority hereunder to sign on behalf of the Borrower if the Borrower has not signed within a reasonable period of time (not to exceed 30 thirty (30) days) and provided further that the failure to send any such copy for review or signature shall not affect the validity or enforceability of any such signature and filing by the BankCredit Union. The Borrower shall promptly reimburse the Bank Credit Union for all costs and expenses incurred in connection with the preparation and filing of any such document, including, but not limited to, stamp taxes, recording taxes, privilege taxes, and filing fees. The Bank Credit Union shall send a copy of any such filing to the Borrower provided, however, that the failure to send that copy shall not affect the validity or enforceability of any such filing. The Bank Credit Union shall not be liable for any mistake in or failure to file any financing statement, modification or continuation.

Collateral Documentation. Borrower covenants (a) The Borrowers shall have delivered to the Custodian the Certificates of Title to the Pledged Chassis, which shall be delivered with this Agreement if currently existing or shall be delivered promptly as hereafter received, acquired or created, pursuant to the terms of this Agreement and agrees the Custody Agreement. The Agent in its sole and absolute discretion may at any time after the occurrence and during the continuance of an Event of Default, transfer or register any of the Collateral into the name of the Agent or its nominee(s) without any notice to any Borrower. In addition to the foregoing, the Borrowers shall deliver to Bank the Agent or its designee such other assignments, pledges, deeds, mortgages, financing statements, attornments, estoppels, waivers, consents, recognitions, bailments, legal opinions and other instruments, documents and agreements as Bank or its counsel the Agent from time to time may deem necessary or appropriate request to further evidence, confirm, effect or perfect any mortgage or other security interest granted or required to be granted under this Agreement, the Master Promissory Note, Agreement or any other instrument or agreement Loan Document, each in such form and substance as may be acceptable to Bank. the Agent. (b) Each Borrower hereby irrevocably authorizes the Bank Agent in its sole and absolute discretion: (i) to file without the signature of the any Borrower any and all financing statements, modifications and continuations in respect to of the Collateral and the transactions contemplated by this Agreement and the other Loan Documents; (ii) to sign any such statement, modification or continuation on behalf of the any Borrower if the Bank Agent deems such signature necessary or desirable under applicable law Applicable Law; and (iii) to file a carbon, photographic or other reproduction of any financing statement or modification if the Bank Agent deems such filing necessary or desirable under applicable law Applicable Law; provided that so long as no Event of Default is then continuing, the Bank Agent shall accord the Borrower Borrowers an opportunity to review and sign any proposed financing statement or modification (but not continuation), with the Bank exercising its authority hereunder to sign on behalf of the Borrower if the Borrower has not signed within a reasonable period of time (not to exceed 30 days) ; and provided further that the failure to send any such copy for review or signature shall not affect the validity or enforceability of any such signature and filing by the BankAgent. The Borrower Borrowers shall promptly reimburse the Bank Agent for all costs and expenses incurred in connection with the preparation and filing of any such document, including, but not limited to, stamp taxes, recording taxes, privilege taxes, and filing fees. The Bank Agent shall send a copy of any such filing to the Borrower Borrowers; provided, however, that the failure to send that copy shall not affect the validity or enforceability of any such filing. The Bank Agent shall not be liable for any mistake in or failure to file any financing statement, modification or continuation. The Borrowers agree to file the financing statements being delivered pursuant to Section 5.1(d) hereof and to provide, not later than September 30, 2005, the Agent with a “bring-down” lien search evidencing the filing of such financing statements and any other filings made against the Borrowers since August 1, 2005. (c) Prior to receipt by the Custodian, each Certificate of Title (or, as to any Pledged Chassis purchased directly from the manufacturer or another seller, the necessary purchase documentation) shall be delivered to a Filing Agent with instruction to the Filing Agent to promptly apply for a revised (or new) Certificate of Title evidencing a Borrower as the sole owner and the Agent as the sole secured party, and providing an address for the Custodian to which such issued Certificate of Title shall be delivered. (d) The Borrowers hereby covenant that Interpool and its Subsidiaries will duly perform all their obligations under the Lockbox Agreement and the Intercreditor Agreement and the Borrowers will direct all Lessees to make all Lease Payments to the “Lockbox” and the “Lockbox Account” (as such terms are defined in the Lockbox Agreement). (e) The Agent and each Lender acknowledge and agree that the Agent shall not exercise any rights it may have with respect to the Intercreditor Agreement or the Lockbox Agreement, including, without limitation, any right to direct the proceeds of the Pledged Assets or to modify the account into which proceeds of the Pledged Assets are deposited, unless and until an Event of Default under this Agreement shall have occurred and be continuing.

Collateral Documentation. Borrower covenants and agrees to deliver to Bank such assignments, pledges, deeds, financing statements, consents, bailments, and other instruments, documents and agreements as Bank or its counsel may deem necessary or appropriate to evidence, confirm, effect or perfect any security interest granted or required to be granted under this Agreement, the Master Promissory Note, or any other instrument or agreement as may be acceptable to Bank. , Borrower hereby irrevocably authorizes the Bank in its discretion: (i) to file without the signature of the Borrower any and all financing statements, modifications and continuations in respect to the Collateral and the transactions contemplated by this Agreement (ii) to sign any such statement, modification or continuation on behalf of the Borrower if the Bank deems such signature necessary or desirable under applicable law and (iii) to file a carbon, photographic or other reproduction of any financing statement or modification if the Bank deems such filing necessary or desirable under applicable law provided that so long as no Event of Default is then continuing, the Bank shall accord the Borrower an opportunity to review and sign any proposed financing statement or modification (but not continuation), with the Bank exercising its authority hereunder to sign on behalf of the Borrower if the Borrower has not signed within a reasonable period of time (not to exceed 30 days) and provided further that the failure to send any such copy for review or signature shall not affect the validity or enforceability of any such signature and filing by the Bank. The Borrower shall promptly reimburse the Bank for all costs and expenses incurred in connection with the preparation and filing of any such document, including, but not limited to, stamp taxes, recording taxes, privilege taxes, and filing fees. The Bank shall send a copy of any such filing to the Borrower providedProvided, however, that the failure to send that copy shall not affect the validity or enforceability of any such filing. The Bank shall not be liable for any mistake in or failure to file any financing statement, modification or continuation.

Collateral Documentation. (a) Each Borrower covenants and agrees to shall deliver to Bank the Administrative Agent or its designee (for the benefit of all of the Banks) on or before the Effective Date, and thereafter concurrently with any asset or property becoming Collateral, such assignments, pledges, deeds, mortgages, financing statements, attornments, estoppels, waivers, consents, bailmentsrecognitions, bailments and other instruments, documents and agreements as Bank or its counsel the Administrative Agent from time to time may deem necessary or appropriate to evidence, confirm, effect or perfect any mortgage or other security interest granted or required to be granted under this Agreement, the Master Promissory Note, Agreement or any other instrument or agreement Loan Instrument, each in such form and substance as may be acceptable to Bank. the Administrative Agent and the Majority Banks; and, at the request of the Administrative Agent, an accompanying opinion of counsel respecting the Borrowers and such additional Collateral to the same effect as the opinion required by Section 4.05 of this Agreement, in such form and substance and from such counsel as may be reasonably acceptable to the Banks (b) Each Borrower hereby irrevocably authorizes the Bank Administrative Agent in its discretion: (i) to file without the signature of the such Borrower any and all financing statements, modifications and continuations in respect to of the Collateral and the transactions contemplated by this Agreement and the other Loan Instruments; (ii) to sign any such statement, modification or continuation on behalf of the such Borrower if the Bank Administrative Agent deems such signature necessary or desirable under applicable law Applicable Law; and (iii) to file a carbon, photographic or other reproduction of any financing statement or modification if the Bank Administrative Agent deems such filing necessary or desirable under applicable law Applicable Law; provided that unless such filing is permitted as a result of a Trigger Event, so long as no Event of Default is then continuing, the Bank Administrative Agent shall accord the each Borrower an opportunity to review and sign any proposed financing statement or modification (but not continuation), with the Bank exercising its authority hereunder ) to sign on behalf of the Borrower if the Borrower has not signed within a reasonable period of time (not to exceed 30 days) be filed against it; and provided further that the failure to send any such copy for review or signature shall not affect the validity or enforceability of any such signature and filing by the BankAdministrative Agent. The Borrower Borrowers shall promptly reimburse the Bank Administrative Agent for all costs and expenses incurred in connection with the preparation and filing of any such document, including, but not limited to, stamp taxes, recording taxes, privilege taxes, and filing fees. The Bank Administrative Agent shall send a copy of any such filing to the Borrower Borrowers; provided, however, that the failure to send that copy shall not affect the validity or enforceability enforceability, of any such filing. The Bank Administrative Agent shall not be liable for any mistake in or failure to file any financing statement, modification or continuation. (c) The Administrative Agent may request that material items of Collateral be legended or otherwise marked from time to time to reflect the Administrative Agent's security interests therein (for the benefit of all of the Banks), and the Borrowers shall promptly xxxx each requested item in a prominent location with such legend as the Administrative Agent may direct, which may be affixed directly or on a permanently attached plaque of customary size. The Borrowers shall not, and shall not cause, suffer or permit anyone else to, alter, cover, deface or remove any such legend without the prior written consent of the Administrative Agent, except that such legend may be removed from items released in writing by the Administrative Agent (with the consent of the Requisite Banks, as and if required) from time to time from the security interests created under this Agreement and the other Loan Instruments as provided herein or therein. (d) [Intentionally Omitted.] (e) Subject to the immediately following proviso, the Administrative Agent, or its designee, at any time and from time to time may conduct an audit or field examination of or otherwise verify or examine the sales and Accounts Receivable, Inventory, equipment and books and records of the Borrowers in any manner the Administrative Agent may reasonably deem necessary or desirable; provided, however, that (i) absent the continuance of any Default or Event of Default the Administrative Agent will limit its audits and examinations to one per calendar year, (ii) if the costs and expenses of such audit or field examination are predominately incurred (rather than when actually paid or reimbursed and subject in each case to minor fluctuations in timing) during a Trigger Period, the Borrowers shall be obligated to pay or reimburse the Administrative Agent for all such costs and expenses and (iii) during the continuance of any Default or Event of Default the Administrative Agent shall not in any way be limited by the number of audits and examinations it may conduct in any calendar year and the costs of all such audits and examinations shall be borne by the Borrowers. In connection with an audit or examination being made pursuant to the authorizations in this Section 7.02(e), if requested by the Administrative Agent, the Borrowers promptly shall deliver to the Administrative Agent or its designee any and all sales slips, orders, invoices and other documents evidencing the Accounts Receivable, and shall make deliveries of subsequent materials at least as frequently as requested, however, irrespective of any examination by or pledge or delivery to the Administrative Agent or any Bank, neither the Administrative Agent nor any Bank shall have any obligation or liability with respect to any Account Receivable of any Borrower, including (without limitation) any obligation or liability (A) to perform any obligation of any Borrower, (B) for the enforceability or collectibility of the Account Receivable or the existence or sufficiency of any documentation, (C) for the creditworthiness of any account party, (D) for the sufficiency or reconciliation of any payment received, or (E) to make any inquiry or demand, make or file any claim, or take any other action to collect or otherwise enforce any Account Receivable. (f) [Intentionally Omitted]. (g) Promptly following and during the continuance of any Trigger Event, upon each specific written request of the Banks hereunder, the indicated Borrower shall execute and deliver assignments of its claims under any requested Material Government Contracts in form and substance suitable for submission to the appropriate federal Authority and acceptable to the Banks, assigning all or such portion of the payments under such Material Government Contract(s) as the Banks specified in such request.

Collateral Documentation. Borrower covenants and agrees to (a) The Loan Parties shall deliver to Bank the Lender on or before the Effective Date and thereafter concurrently with each item becoming Collateral such assignments, pledges, deeds, mortgages, financing statements, attornments, estoppels, waivers, consents, recognitions, bailments, legal opinions and other instruments, documents and agreements as Bank or its counsel the Lender from time to time may deem necessary or appropriate request to further evidence, confirm, effect or perfect any mortgage or other security interest granted or required to be granted under this Agreement, the Master Promissory Note, Agreement or any other instrument or agreement Loan Instrument, each in such form and substance as may be acceptable to Bank. Borrower the Lender. (b) Without in any way limiting the right, power or authority of the Lender under the UCC or other Applicable Law, each Loan Party hereby irrevocably authorizes the Bank Lender in its sole and absolute discretion, at any time and from time to time: (i) to file without the review, approval or signature of the Borrower Loan Party any and all financing statements, modifications and continuations in respect to of the Collateral and Collateral, the Loan Party, any other or additional debtor or the transactions contemplated by this Agreement or any other Loan Instrument in such jurisdictions as the Lender deems necessary or desirable; (ii) to sign any such statement, modification or continuation on behalf of the Borrower Loan Party if the Bank Lender deems such signature necessary or desirable under applicable law Applicable Law; and (iii) to file a carbon, photographic or other reproduction of any financing statement or modification if the Bank Lender deems such filing necessary or desirable under applicable law Applicable Law; provided that so long as no Event of Default is then continuing, if possible the Bank Lender shall endeavor to accord the Borrower Loan Party an opportunity to review and sign any proposed financing statement or modification (but not continuation), with the Bank exercising its authority hereunder to sign on behalf of the Borrower but if the Borrower Loan Party has not signed reviewed it within a reasonable period of time (not to exceed 30 days) days from the date sent), the Lender at any time thereafter may exercise its authority under this Agreement and Applicable Law to file such proposed financing statement or modification; and provided further that the failure to send any such copy for review or signature shall not affect the validity or enforceability of any such signature and or filing by the BankLender. Without in any way limiting the foregoing, each Loan Party hereby acknowledges and agrees that, prior to the execution of this Agreement, the Loan Party reviewed the initial UCC financing statements respecting the Collateral prepared by the Lender and authorized the Lender to file them (i.e., "prefile") in such jurisdictions as the Lender deemed necessary or desirable, and the Loan Party hereby confirms and ratifies the authority of the Lender to make each such filing. The Borrower Lender shall promptly reimburse the Bank for all costs and expenses incurred in connection with the preparation and filing of any such document, including, but not limited to, stamp taxes, recording taxes, privilege taxes, and filing fees. The Bank shall endeavor to send a copy of any such filing to the Borrower each Loan Party; provided, however, that the failure to send that copy shall not affect the validity or enforceability of any such filing. The Bank Lender shall not be liable for any mistake in or failure to file any financing statement, modification modification, continuation or continuationother perfection document. (c) The Lender from time to time may request that items of Collateral be legended or otherwise marked from time to time to reflect the Lender's security interests therein, and each Loan Party shall promptly mark each requested item in a prominent location with such legexx xs the Lender may direct, which may be affixed directly or on a permanently attached plaque of customary size. No Loan Party shall, SPAR ESOP Term Loan Agreement and no Loan Party shall cause, suffer or permit anyone else to, alter, cover, deface or remove any such legend without the prior written consent of the Lender, except that such legend may be removed from items released by the Lender in writing from time to time from the security interests created under this Agreement and the other Loan Instruments as provided herein or therein.