Deliveries; Further Assurances. Each of AESOP Leasing, PVHC and Quartx agrees that it will, at its sole expense, (i) immediately deliver or cause to be delivered to the Lender (or the Trustee on behalf of the Secured Parties), in due form for transfer (i.e., endorsed in blank), all securities, chattel paper, instruments and documents, if any, at any time representing all or any of the AESOP I Operating Lease Loan Collateral, other than the Certificates of Title which shall be delivered to the Lender or the Trustee, as applicable, after the occurrence of a Liquidation Event of Default, if such delivery is reasonably necessary or appropriate to perfect or protect the Lender's (or the Trustee's on behalf of the Secured Parties) security interest in such AESOP I Operating Lease Loan Collateral, and (ii) execute and deliver, or cause to be executed and delivered, to the Lender or the Trustee in due form for filing or recording (and pay the cost of filing or recording the same in all public offices reasonably deemed necessary or advisable by the Lender or the Trustee), such assignments, security agreements, mortgages, consents, waivers, financing statements and other documents, and do such other acts and things, all as may from time to time be reasonably necessary or desirable to establish and maintain to the satisfaction of the Lender (or the Trustee) a valid perfected Lien on and security interest in all of the AESOP I Operating Lease Loan Collateral (except, as to perfection, with respect to Vehicles titled in the states of Nebraska, Ohio and Oklahoma) now or hereafter existing or acquired (free of all other Liens whatsoever other than Permitted Liens) to secure payment and performance of its Liabilities.
Deliveries; Further Assurances. Assignor further agrees to execute and deliver to Secured Party such Uniform Commercial Code (“UCC”) financing statements and other documents and instruments and to take such further actions as may be reasonably necessary or appropriate in the opinion of Secured Party in order to perfect and maintain the collateral assignment and first priority security interest granted hereby. In furtherance thereof, Assignor agrees that the provisions of this paragraph shall constitute a security agreement and hereby authorizes Secured Party to file any such UCC financing statements on behalf of Assignor, and to execute and file any and all continuation statements or amendments thereto as the Secured Party shall determine to be in the best interests of Secured Party. Assignor agrees that a carbon, photographic or other reproduction of this Agreement or any such UCC financing statement is sufficient for filing as a financing statement by Secured Party. Secured Party shall provide Assignor of a copy of any such filing.
Deliveries; Further Assurances. At its sole expense, (i) immediately deliver or cause to be delivered to the Master Collateral Agent on the Lessor’s behalf, in due form for transfer (i.e., endorsed in blank), all securities, chattel paper, instruments and documents, if any, at any time representing all or any of the Master Collateral with respect to which the ARG Trustee is designated as the Beneficiary (it being understood that the Certificates of Title shall be held by the Servicer or an Affiliate thereof (including the Sub-Servicer of such Vehicles) or the Master Collateral Agent or its designee, as the case may be, pursuant to the provisions of the Master Collateral Agency Agreement), and (ii) execute and deliver, or cause to be executed and delivered, to the Master Collateral Agent in due form for filing or recording (and pay the cost of filing or recording the same in all public offices reasonably deemed necessary or advisable by the Master Collateral Agent or the Trustee, as the case may be), such assignments, security agreements, mortgages, consents, waivers, financing statements, and other documents, and do such other acts and things, all as may from time to time be reasonably necessary or desirable to establish and maintain to the satisfaction of the Master Collateral Agent and the Trustee a valid perfected first-priority Lien on and security interest in all of the Master Collateral with respect to which the ARG Trustee is designated as the Beneficiary now or hereafter existing or acquired.
Deliveries; Further Assurances. The Borrower agrees that it will, at its sole expense, upon the Bank's request, forthwith execute and deliver, or cause to be executed and delivered to the Bank, in due form for filing or recording (the Borrower hereby agreeing to pay the cost of filing or recording the same in all public offices deemed necessary by the Bank), such assignments, security agreements, warehouse receipts, bailee letters, consents, waivers, financing statements, and other documents, and do such other acts and things, all as the Bank may from time to time reasonably request, to establish and maintain to the satisfaction of the Bank a valid, first perfected security interest in all of the present and/or future Collateral (free of all other Liens whatsoever, except Permitted Liens) to secure payment of the Liabilities, including, without limitation, all things necessary to enable the Bank to have a first priority perfected security interest in the Collateral as required by Article 8 and Article 9 of the Illinois Uniform Commercial Code, as amended
Deliveries; Further Assurances. Subject to any applicable terms of the Intercreditor Agreement, the Company covenants to, and to cause each Guarantor to, at its sole expense, promptly execute and deliver, or cause to be executed and delivered, to the holders of the Notes or the Collateral Agent, in due form for filing or recording (the Company hereby agrees to pay the cost of filing or recording the same (including without limitation any and all filing fees and recording taxes)) in all public offices necessary or deemed necessary by the Required Holder(s) or the Collateral Agent, such collateral assignments, security agreements, pledge agreements, warehouse receipts, bailee letters, consents, waivers, financing statements and other instruments and documents, and do such other acts and things, including, without limitation, all acts and things as the Required Holder(s) or the Collateral Agent may from time to time reasonably request, to establish and maintain to the satisfaction of the Required Holder(s) and the Collateral Agent a valid and perfected first priority security interest in favor of the Collateral Agent in all of the present and/or future Collateral free of all other Liens whatsoever (subject only to the Liens permitted by paragraph 6C), and to deliver to the Collateral Agent or the holders of the Notes such certificates, documents, instruments and opinions in connection therewith as may be reasonably requested by the Collateral Agent or the Required Holder(s), each in form and substance reasonably satisfactory to the Collateral Agent and the Required Holder(s).
Deliveries; Further Assurances. The Borrower agrees that it will, at ------------------------------ its sole expense, (i) without any request by the Bank, immediately deliver, or cause to be delivered to the Bank, in due form for transfer (e.g., endorsed in blank or accompanied by duly executed blank stock or bond powers), all securities (including those hereafter acquired), chattel paper, instruments and documents of title, if any, at any time representing all or any of the Collateral, (ii) without request by the Bank, cause the Bank's security interest under the Collateral Documents to be at all times duly noted on any certificate of title issuable with respect to any of the Collateral and forthwith deliver or cause to be delivered to the Bank each such certificate of title and (iii) upon the Bank's request, forthwith execute and deliver, or cause to be executed and delivered to the Bank, in due form for filing or recording (the Borrower hereby agreeing to pay the cost of filing or recording the same in all public offices deemed necessary by the Bank), such assignments, security agreements, mortgages, deeds of trust, pledge agreements, warehouse receipts, bailee letters, consents, waivers, financing statements, stock or bond powers and other documents, and do such other acts and things, all as the Bank may from time to time reasonably request, to establish and maintain to the Bank's satisfaction a valid, first priority perfected security interest in all of the Borrower's present and/or future assets (free of all other Liens whatsoever except Permitted Liens) to secure payment of the
Deliveries; Further Assurances. At its sole expense, (i) immediately deliver or cause to be delivered to the Lessor (or the Master Collateral Agent on the Lessor's behalf), in due form for transfer (i.e., endorsed in blank), all securities, chattel paper, instruments and documents, if any, at any time representing all or any of the Master Collateral with respect to which the Trustee (for the benefit of the Series 1996-2 Noteholder) and the NFC Collateral Agent (for the benefit of the NFC Secured Parties), respectively, are designated as the Beneficiaries (it being understood that the Certificates of Title shall be held by the Servicer or the Master Collateral Agent, as the case may be, pursuant to the provisions of the Master Collateral Agency Agreement), and (ii) execute and deliver, or cause to be executed and delivered, to the Lessor or the Master Collateral Agent, as the case may be, in due form for filing or recording (and pay the cost of filing or recording the same in all public offices reasonably deemed necessary or advisable by the Lessor, the Master Collateral Agent, the Trustee or the NFC Collateral Agent, as the case may be), such assignments, security agreements, mortgages, consents, waivers, financing statements, and other documents, and do such other acts and things, all as may from time to time be reasonably necessary or desirable to establish and maintain to the satisfaction of the Lessor, the Master Collateral Agent, the Trustee and the NFC Collateral Agent a valid perfected first-priority Lien on and security interest in all of the Master Collateral with respect to which the Trustee (for the benefit of the Series 1996-2 Noteholder) and the NFC Collateral Agent (for the benefit of the NFC Secured Parties), respectively, are designated as the Beneficiaries now or hereafter existing or acquired.
Deliveries; Further Assurances. Each Borrower agrees that it will, at its sole expense, (i) immediately deliver or cause to be delivered to the Custodian, in due form for transfer, all securities, chattel paper, instruments and documents, if any, at any time representing all or any of the Collateral, including the Receivable File pursuant to Section 5.4, and (ii) execute and deliver, or cause to be executed and delivered to the Custodian in due form for filing or recording (and pay the cost of filing or recording the same in all public offices reasonably deemed necessary or advisable by such Borrower or CSFB), such assignments, security agreements, mortgages, consents, waivers, financing statements, and other documents, and do such other acts and things, all as may from time to time be reasonably necessary or desirable to establish and maintain to the satisfaction of CSFB a valid first priority perfected Lien on and security interest in all of the Collateral now or hereafter existing or acquired to secure payment and performance of the Obligations.
Deliveries; Further Assurances. The Company shall, at its expense, execute and deliver any and all instruments necessary or as Lender may reasonably request to effectuate the purposes of this Agreement.
Deliveries; Further Assurances. The Company covenants to, at its sole expense: 5C(1). Vessel Delivery and Mortgage Filing. On or before May 23, 2005: (a) the construction of the Vessel shall have been completed substantially in accordance with the plans and specifications of the Shipbuilding Contract and the Vessel shall have successfully completed its trial run in accordance with the provisions of the Shipbuilding Contract; (b) all material conditions precedent to the Company's obligations to acquire the Vessel under the Shipbuilding Contract shall have been satisfied (except to the extent waived by the Company with the consent of the Purchasers and each Existing Holder), the Company shall have accepted delivery of the Vessel and, at the time the Company shall have accepted delivery of the Vessel, the Vessel shall not have suffered any material damage and the Vessel shall have received the highest classification and rating of the American Bureau of Shipping for vessels of the same age and type as the Vessel without any outstanding recommendations that would offset such class; (c) the Company shall have caused the Mortgage and the Bill of Sale to be duly filed with the United States Coast Guard at the National Vessel Documentation Center in Falling Waters, West Virginia and shall have paid all fees in connection therewith; (d) the Vessel shall have been duly documented under the laws of the United States in the name of the Company with coastwise and registry endorsements; (e) the Company shall have taken good, indefeasible, marketable, and insurable title to the Vessel free and clear of all Liens (other than Permitted Liens as defined in the Mortgage); (f) the Company shall have caused each Purchaser and each Existing Holder to receive a favorable opinion of (i) Xxxxx Xxxxxxx LLP, the Company's special maritime counsel, satisfactory to each Purchaser and each Existing Holder and substantially in the form of Exhibit ------- F-2 attached hereto and as to such other matters as any Purchaser or any --- Existing Holder may reasonably request, and (ii) the Company's special Hawaiian counsel, satisfactory to each Purchaser and each Existing Holder and substantially in the form of Exhibit F-3 attached hereto and as to such other ----------- matters as any Purchaser or any Existing Holder may reasonably request; (g) pursuant to Article VII (3) of the Shipbuilding Contract the Purchasers and each Existing Holder shall have received a copy of (i) the Protocol of Delivery and Acceptance, and (ii) a ...
