Common use of Covenants of Grantors Clause in Contracts

Covenants of Grantors. Each Grantor hereby agrees that: (a) It shall take all action necessary to maintain and to perfect the Collateral Agent’s security interest on behalf of the related Secured Party in the Vehicle Collateral (other than with respect to the Initial Hertz Vehicles and the Service Vehicles) in which it has an interest now in existence and hereafter acquired or created, including, without limitation, the filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the liens and security interests granted hereunder. (b) At any time and from time to time, upon the written request of the Collateral Agent, and at its sole expense, it will promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Collateral Agent may reasonably deem desirable in obtaining the full benefits of this Collateral Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the liens and security interests granted hereby. It also hereby authorizes the Collateral Agent to file any such financing or continuation statement, at its expense. If any amount payable under or in connection with any of the Vehicle Collateral shall be or become evidenced by any promissory note, chattel paper or other instrument, such note, chattel paper or instrument shall be deemed to be held in trust and promptly pledged to the Collateral Agent hereunder, and shall, subject to the rights of any Person in whose favor a prior Lien has been perfected, be duly endorsed in a manner satisfactory to the Collateral Agent and delivered to the Collateral Agent promptly. (c) It shall warrant and defend the Collateral Agent’s right, title and interest in and to the Vehicle Collateral in which it has an interest and the Proceeds thereof, for the benefit of the related Secured Party against the claims and demands of all Persons whomsoever.

Covenants of Grantors. Each Grantor The Grantors hereby agrees that: agree: (a) It shall take to procure, execute and deliver from time to time any and all action necessary to maintain endorsements, assignments, financing statements and to perfect the Collateral Agent’s security interest on behalf of the related Secured Party in the Vehicle Collateral (other than with respect to the Initial Hertz Vehicles and the Service Vehicles) in which it has an interest now in existence and hereafter acquired or created, including, without limitation, the filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect UCC, and other writings deemed necessary or appropriate by the Collateral Agent or the Agent to perfect, maintain and protect its security interest hereunder and the priority thereof and to deliver promptly to the liens Collateral Agent all originals of Collateral or Proceeds consisting of chattel paper or instruments, and security interests granted hereunder. hereby authorize the Collateral Agent to file any financing statement or continuation statement without the signature of either Grantor to the extent permitted by applicable law; (b) At except as permitted under Section 4 of this Agreement, not to surrender or lose possession of (other than to the Collateral Agent), sell, encumber, or otherwise dispose of or transfer, any time and from time to time, Collateral or right or interest therein; (c) at all times upon the written request of the Collateral Agent, to account fully for and at its sole expensepromptly to deliver to the Collateral Agent, it will promptly in the form received, all Collateral or Proceeds received, endorsed to the Collateral Agent as appropriate and accompanied by such assignments and powers, duly execute and deliver any and all such further instruments and documents and take such further action executed, as the Collateral Agent may reasonably deem desirable in obtaining the full benefits of this shall request, and until so delivered all Collateral Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the liens and security interests granted hereby. It also hereby authorizes the Collateral Agent to file any such financing or continuation statement, at its expense. If any amount payable under or in connection with any of the Vehicle Collateral Proceeds shall be or become evidenced by any promissory note, chattel paper or other instrument, such note, chattel paper or instrument shall be deemed to be held in trust for the Collateral Agent, separate from all other property of the Grantors and promptly pledged identified as being subject to the interest of the Collateral Agent; (d) at any reasonable time, upon twenty-four (24) hours notice by the Collateral Agent, to exhibit and to allow inspection by the Collateral Agent hereunder, and shall(or Persons designated by the Collateral Agent including, subject to the rights Credit Agreement, the Lenders) of any Person in whose favor a prior Lien has been perfected, be duly endorsed in a manner satisfactory the Collateral and the records concerning the Collateral (at no cost to the Collateral Agent Grantors unless an Event of Default has occurred and delivered is continuing); (e) to keep the Collateral Agent promptly. insured against loss, damage, theft and other risks customarily covered by insurance; (cf) It shall warrant and defend the Collateral Agent’s right, title and interest in and to the Vehicle Collateral in which it has an interest and the Proceeds thereof, for the benefit of the related Secured Party against the claims and demands of do all Persons whomsoever.acts that a prudent investor would deem necessary

Covenants of Grantors. Each Grantor hereby agrees that: (a) It shall take all action necessary to maintain and to perfect the Collateral Agent’s security interest on behalf of the related Secured Party in the applicable Vehicle Collateral (other than with respect to the Initial Hertz Vehicles and the Service Vehicles) in which it has an interest now in existence and hereafter acquired or created, including, without limitation, the filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the liens and security interests granted hereunder. (b) At any time and from time to time, upon the written request of the Collateral Agent, and at its sole expense, it will promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Collateral Agent may reasonably deem desirable in obtaining the full benefits of this Collateral Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the liens and security interests granted hereby. It also hereby authorizes the Collateral Agent to file any such financing or continuation statement, at its expense. If any amount payable under or in connection with any of the Vehicle Collateral shall be or become evidenced by any promissory note, chattel paper or other instrument, such note, chattel paper or instrument shall be deemed to be held in trust and promptly pledged to the Collateral Agent hereunder, and shall, subject to the rights of any Person in whose favor a prior Lien has been perfected, be duly endorsed in a manner satisfactory to the Collateral Agent and delivered to the Collateral Agent promptly. (c) It shall warrant and defend the Collateral Agent’s right, title and interest in and to the Vehicle Collateral in which it has an interest and the Proceeds thereof, for the benefit of the related Secured Party against the claims and demands of all Persons whomsoever.

Covenants of Grantors. (a) Each Grantor hereby agrees thatcovenants and agrees: (ai) It shall take all action necessary to maintain permit Lender to exercise its rights, remedies, and powers under the Credit Agreement, this Agreement, the other Loan Documents and under law; (ii) not to perfect change its name, or, as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized without giving Lender thirty (30) days prior written notice; and (iii) not to change the places where such Grantor keeps any Collateral or such Grantor's records concerning the Collateral Agent’s security interest on behalf without (A) giving Lender 30 days prior written notice of the related Secured Party in the Vehicle address to which such Grantor is moving same, and (B) delivering to Lender a fully executed Collateral (other than Access Agreement with respect to the Initial Hertz Vehicles and the Service Vehiclessuch location if not owned by such Grantor; and (iv) to cooperate with Lender in which it has an interest now in existence and hereafter acquired or created, including, without limitation, the filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the liens and perfecting all security interests granted hereunderby this Agreement and in obtaining such agreements from third parties as Lender deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights with regard to Collateral or access to Collateral. (b) At Each Grantor agrees with regard to the Collateral, unless Lender agrees otherwise in writing: (i) not to use any time Collateral for any unlawful purpose or in any way that would void any insurance required to be carried on such Collateral; (ii) to insure the Collateral, with Lender named as first lender loss payee and additional insured, in form, substance and amounts, under agreements, against risks and liabilities, and with insurance companies satisfactory to Lender; (iii) to keep, in accordance with GAAP, records that are complete and accurate in all material respects regarding all Collateral, and to permit Lender to inspect the same and make copies thereof at any reasonable time; (iv) not to sell, pledge or dispose of, nor permit the transfer by operation of law of, any of the Collateral or any interest in the Collateral, except as permitted by the Credit Agreement; (v) not to permit any lien on the Collateral, including without limitation, liens arising from the storage of Inventory, except for Liens in favor of Lender and Permitted Liens; (vi) if requested by Lender, to receive and use reasonable diligence to collect Accounts, in trust and as the property of Lender, and to immediately endorse as appropriate and deliver collections or payments on such Accounts or proceeds thereof to Lender daily in the exact form in which they are received; (vii) not to commingle Accounts, Proceeds or collections with other property; (viii) to give only normal allowances and credits consistent with past practices and in the ordinary course of business and to advise Lender thereof immediately in writing if they affect any Accounts in any material respect; (ix) on Lender’s demand, to deliver to Lender returned property resulting from, or payment equal to, such allowances or credits on any Accounts or to execute such documents and do such other things as Lender may reasonably request for the purpose of perfecting, preserving and enforcing its security interest in such returned property; (x) from time to time, upon the written request when requested by Lender, to prepare and deliver a schedule of all Collateral subject to this Agreement and to assign in writing and deliver to Lender all Accounts, contracts, leases and other Chattel Paper, Instruments, Documents and other evidences thereof; (xi) (Intentionally Omitted) (xii) to deliver to Lender any Instrument, Document or Chattel Paper constituting Collateral with a value greater than $50,000, duly endorsed or assigned by such Grantor to Lender; (xiii) to provide any service and do any other acts which may be necessary to maintain, preserve and protect all Collateral and, as appropriate and applicable, to keep all Collateral in good and saleable condition, to deal with the Collateral Agentin accordance with the standards and practices adhered to generally by users and manufacturers of like property, and at its sole expenseto keep all Collateral free and clear of all defenses, it will promptly rights of offset and duly execute counterclaims; (xiv) not to withdraw any funds from any Deposit Account pledged to Lender pursuant to this Agreement, except for such Grantor’s principal operating account and deliver any Deposit Accounts which are specifically and all exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for employees of such further instruments and documents and take Grantor (“Excluded Deposit Accounts”); (xv) not to open, establish or permit to exist any Deposit Account unless Lender has control of such further action account as contemplated in the Collateral Agent may reasonably deem desirable in obtaining the full benefits of this Collateral Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect Code (but excluding Excluded Deposit Accounts); and (xvi) not to the liens and security interests granted hereby. It also hereby authorizes the Collateral Agent to file any such financing or continuation statement, at its expense. If any amount payable under or in connection with consign any of the Vehicle Collateral shall be its Inventory or become evidenced by sell any promissory noteof its Inventory on xxxx and hold, chattel paper sale or return, sale on approval, or other instrument, such note, chattel paper or instrument shall be deemed to be held in trust and promptly pledged to the Collateral Agent hereunder, and shall, subject to the rights conditional terms of any Person in whose favor a prior Lien has been perfected, be duly endorsed in a manner satisfactory to the Collateral Agent and delivered to the Collateral Agent promptlysale. (c) It shall warrant and defend the Collateral Agent’s right, title and interest in and to the Vehicle Collateral in which it has an interest and the Proceeds thereof, for the benefit of the related Secured Party against the claims and demands of all Persons whomsoever.

Covenants of Grantors. Each Grantor Grantors hereby agrees thatcovenant and agree as follows until such time as all Obligations have been indefeasibly satisfied and paid in full in cash: (a) It shall take To do or cause to be done all action things necessary to maintain preserve and to perfect the Collateral Agent’s security interest on behalf of the related Secured Party keep in full force and effect its interests in the Vehicle Collateral (other than with respect to the Initial Hertz Vehicles and the Service Vehicles) in which it has an interest now in existence and hereafter acquired or created, including, without limitation, the filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the liens and security interests granted hereunder. (b) At any time and from time to time, upon the written request of the Collateral AgentCollateral, and to defend, at its sole expense, it will promptly the title to the Collateral and duly any part of the Collateral; (b) To cooperate fully with Lender's efforts to preserve the Collateral and to take such actions to preserve the Collateral as Lender may in good faith direct; (c) To cause each Company to maintain proper books and records that reflect the lien of Lender in respect of the Collateral; (d) To execute and deliver any and all to Lender such further instruments and documents and take such further action financing statements as the Collateral Agent Lender may reasonably deem desirable in obtaining the full benefits of this Collateral Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the UCC in effect in any jurisdiction request with respect to the liens Collateral, and to take such other steps as Lender may from time to time reasonably request to perfect Lender's security interests granted hereby. It also hereby authorizes interest in the Collateral Agent under applicable law; (e) Not to file sell, assign, transfer or otherwise dispose of any such financing part of the Collateral; (f) During the existence of an Event of Default, not to vote, consent, waive or continuation statement, at its expense. If ratify any amount payable under or in connection with action taken that would violate any of the Vehicle terms and provisions of this Agreement, or any of the Loan Documents or that would materially impair the position or interest of Lender in the Collateral; (g) Not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any lien upon any of the Collateral other than liens in favor of Lender; and (h) That upon Grantors or any affiliated entity obtaining ownership of any other Collateral that is to be pledged, or in which a security interest is to be granted, to Lender, Grantors shall, or shall cause such affiliated entity to, within three (3) days deliver to Lender a Security Interest Amendment, duly executed by Grantors or such affiliated entity, in substantially the form of Schedule III hereto (a "Security Interest Amendment") in respect of any such additional Collateral pursuant to which such party shall grant to Lender a pledge of, or grant a security interest in, such Collateral. Prior to the delivery thereof to Lender, all such additional Collateral shall be held by Grantors or become evidenced by any promissory note, chattel paper or such party separate and apart from its other instrument, such note, chattel paper or instrument shall be deemed to be held property and in express trust and promptly pledged to the Collateral Agent hereunder, and shall, subject to the rights of any Person in whose favor a prior Lien has been perfected, be duly endorsed in a manner satisfactory to the Collateral Agent and delivered to the Collateral Agent promptlyfor Lender. (c) It shall warrant and defend the Collateral Agent’s right, title and interest in and to the Vehicle Collateral in which it has an interest and the Proceeds thereof, for the benefit of the related Secured Party against the claims and demands of all Persons whomsoever.

Covenants of Grantors. Each Grantor hereby agrees that: (a) It shall take Each Grantor agrees in general: (i) to pay Indebtedness secured hereby when due; (ii) to indemnify Lender against all action losses, claims, demands, liabilities and expenses of every kind caused by property subject hereto; (iii) to permit Lender to exercise its powers; (iv) to execute and deliver such documents as Lender deems necessary to maintain create, perfect and continue the security interests contemplated hereby; (v) not to perfect change its name, and as applicable, its chief executive office, its principal residence or the Collateral Agent’s security interest on behalf of the related Secured Party in the Vehicle Collateral (other than with respect to the Initial Hertz Vehicles and the Service Vehicles) jurisdiction in which it has an interest now is organized and/or registered without giving Lender prior written notice thereof; (vi) not to change the places where such Grantor keeps any Collateral or such Grantor’s records concerning the Collateral and Proceeds without giving Lender prior written notice of the address to which the relevant Grantor is moving same; (vii) not to sell, lease, transfer or otherwise dispose of all or a substantial or material portion of such Grantor’s assets except in existence the ordinary course of its business, nor accomplish any of the above by virtue of a division or similar transaction; and hereafter acquired or created, including, without limitation, the filing of any financing or continuation statements under the UCC (viii) to cooperate with Lender in effect in any jurisdiction with respect to the liens and perfecting all security interests granted herein and in obtaining such agreements from third parties as Lender deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunder. (b) At Each Grantor agrees with regard to the Collateral and Proceeds, unless Xxxxxx agrees otherwise in writing: (i) that Lender is authorized to file financing statements in the name of such Grantor to perfect Lender’s security interest in Collateral and Proceeds; (ii) where applicable, to operate the Collateral in accordance with all applicable statutes, rules and regulations relating to the use and control thereof, and not to use any time Collateral for any unlawful purpose or in any way that would void any insurance required to be carried in connection therewith; (iii) not to remove the Collateral from such Grantor’s premises except in the ordinary course of such Grantor’s business; (iv) to pay when due all license fees, registration fees and other charges in connection with any Collateral; (v) not to permit any lien on the Collateral or Proceeds, including without limitation, liens arising from repairs to or storage of the Collateral, except in favor of Lender; (vi) not to sell, hypothecate or dispose of (including, by illustration, merger, conversion or division), nor permit the transfer by operation of law of, any of the Collateral or Proceeds or any interest therein, except sales of inventory to buyers in the ordinary course of such Grantor’s business; (vii) to permit Lender to inspect the Collateral at any time; (viii) to keep, in accordance with generally accepted accounting principles, complete and accurate records regarding all Collateral and Proceeds, and to permit Lender to inspect the same and make copies thereof at any reasonable time; (ix) if requested by Xxxxxx, to receive and use reasonable diligence to collect Collateral consisting of accounts and other rights to payment and Proceeds, in trust and as the property of Lender, and to immediately endorse as appropriate and deliver such Collateral and Proceeds to Lender daily in the exact form in which they are received together with a collection report in form satisfactory to Lender; (x) not to commingle Collateral or Proceeds, or collections thereunder, with other property; (xi) to give only normal allowances and credits and to advise Lender thereof immediately in writing if they affect any rights to payment or Proceeds in any material respect; (xii) from time to time, upon when requested by Xxxxxx, to prepare and deliver a schedule of all Collateral and Proceeds subject to this Agreement and to assign in writing and deliver to Lender all accounts, contracts, leases and other chattel paper, instruments, documents and other evidences thereof; (xiii) in the written request event Lender elects to receive payments of rights to payment or Proceeds hereunder, to pay all expenses incurred by Xxxxxx in connection therewith, including expenses of accounting, correspondence, collection efforts, reporting to account or contract Grantors, filing, recording, record keeping and expenses incidental thereto; and (xiv) to provide any service and do any other acts which may be necessary to maintain, preserve and protect all Collateral and, as appropriate and applicable, to keep all Collateral in good and saleable condition, to deal with the Collateral Agentin accordance with the standards and practices adhered to generally by users and manufacturers of like property, and at its sole expenseto keep all Collateral and Proceeds free and clear of all defenses, it will promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Collateral Agent may reasonably deem desirable in obtaining the full benefits of this Collateral Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the liens and security interests granted hereby. It also hereby authorizes the Collateral Agent to file any such financing or continuation statement, at its expense. If any amount payable under or in connection with any of the Vehicle Collateral shall be or become evidenced by any promissory note, chattel paper or other instrument, such note, chattel paper or instrument shall be deemed to be held in trust and promptly pledged to the Collateral Agent hereunder, and shall, subject to the rights of any Person in whose favor a prior Lien has been perfected, be duly endorsed in a manner satisfactory to the Collateral Agent offset and delivered to the Collateral Agent promptlycounterclaims. (c) It shall warrant and defend the Collateral Agent’s right, title and interest in and to the Vehicle Collateral in which it has an interest and the Proceeds thereof, for the benefit of the related Secured Party against the claims and demands of all Persons whomsoever.