Common use of Deliveries; Further Assurances Clause in Contracts

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.

Appears in 3 contracts

Samples: Loan Agreement (Avis Rent a Car Inc), Loan Agreement (Avis Rent a Car Inc), Loan Agreement (Avis Rent a Car Inc)

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Deliveries; Further Assurances. Each of AESOP Leasing, PVHC Leasing II and Quartx Original AESOP 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 II 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 II 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 II 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.

Appears in 2 contracts

Samples: Loan Agreement (Avis Rent a Car Inc), Loan Agreement (Avis Rent a Car Inc)

Deliveries; Further Assurances. Each of AESOP Leasing, PVHC and Quartx Leasing 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 Finance 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 Finance Lease Loan Collateral, and (ii) execute and deliver, or cause to be executed and delivered, to the Lender or the Trustee Trust- ee 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 Finance 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.

Appears in 2 contracts

Samples: Loan Agreement (Avis Rent a Car Inc), Loan Agreement (Avis Rent a Car Inc)

Deliveries; Further Assurances. Each of AESOP Leasingthe Parent and the Company covenants to, PVHC and Quartx agrees that it willto cause each Subsidiary to, 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) promptly execute and deliver, or cause to be executed and delivered, to the Lender holders of the Notes or the Trustee Collateral Agent, in due form for filing or recording (and 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 reasonably necessary or deemed necessary or advisable by the Lender Required Holder(s) or the Trustee)Collateral Agent, such collateral assignments, security agreements, pledge agreements, mortgages, leasehold mortgages, 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 be reasonably necessary or desirable request, to establish and maintain to the satisfaction of the Lender (or Required Holder(s) and the Trustee) Collateral Agent a valid and perfected Lien on and first priority security interest in favor of the Collateral Agent in all of the AESOP I Operating Lease Loan present and/or future 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 (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). In the event that the Company or any Subsidiary hereafter acquires any real property or interest in real property on which a Lien is required to be granted to the Collateral Agent pursuant to this paragraph, then the Company shall also supply to the Collateral Agent and the holders of the Notes, at the Company’s sole cost and expense, a survey, environmental report, hazard insurance policy and a mortgagee’s policy of title insurance from a title insurer reasonably acceptable to the Required Holder(s) insuring the validity of such Lien on the real property or interest in real property encumbered thereby, each in form and substance reasonably satisfactory to the Collateral Agent and the Required Holder(s). Each of the Parent and the Company hereby irrevocably makes, constitutes and appoints the Collateral Agent (and all other than Permitted Lienspersons designated by the Collateral Agent for that purpose) as the Parent’ and the Company’s true and lawful agent and attorney-in-fact to, if the Parent or the Company, as the case may be, fails to secure payment do so as required upon the request of the Required Holder(s) or the Collateral Agent, sign the Parent’s or the Company’s, as the case may be, name on any such agreements, instruments and performance of its Liabilitiesdocuments referred to in the preceding sentences and to deliver such agreements, instruments and documents to such Persons as the Required Holder(s) or the Collateral Agent in their sole discretion may elect.

Appears in 2 contracts

Samples: Note Purchase Agreement (Kapstone Paper & Packaging Corp), Note Purchase Agreement (Kapstone Paper & Packaging Corp)

Deliveries; Further Assurances. Each of (a) AESOP Leasing, PVHC and Quartx Leasing 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 Finance 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 ’s (or the Trustee's ’s on behalf of the Secured Parties) security interest in such AESOP I Operating Finance 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 Finance 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.

Appears in 1 contract

Samples: Loan Agreement (Avis Budget Group, Inc.)

Deliveries; Further Assurances. Each of AESOP Leasing, PVHC and Quartx Borrower agrees that it will, at its sole expense, (ia) without any request by Agent or Lenders, immediately deliver or cause to be delivered to the Lender (or the Trustee on behalf of the Secured Parties)Agent, in due form for transfer (i.e.I.E., endorsed in blankblank or accompanied by duly executed undated blank stock or bond powers), all securities, chattel paper, instruments and documents, if any, at any time representing all or any of the AESOP I Operating Lease Loan Collateral, (b) upon the reasonable request of Agent, furnish or cause to be furnished to Agent such surveys, mortgagee title commitments or policies, appraisals, opinions of counsel and other than documents as Agent may specify, (c) without request by Agent, cause Agent's Lien hereunder and under the Certificates Collateral Documents to be at all times duly noted on any certificate of Title which shall title issuable with respect to any of the Collateral and forthwith deliver or cause to be delivered to the Lender or the Trustee, as applicable, after the occurrence Agent each such certificate 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 Collateraltitle, and (iid) execute and deliver, or cause to be executed and delivered, to the Lender or the Trustee 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 Lender or the TrusteeAgent) such assignments (including, without limitation, assignments of life insurance), such assignments, security agreements, mortgages, deeds of trust, pledge agreements, consents, waivers, financing statements statements, stock or bond powers, 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) Agent a valid first perfected Lien on and security interest in all assets 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) Borrower now or hereafter existing or acquired (free of all other Liens whatsoever other than Permitted Liens) to secure payment and performance of its the Liabilities.

Appears in 1 contract

Samples: Secured Credit Agreement (Irwin Naturals 4 Health)

Deliveries; Further Assurances. Each of AESOP Leasing, PVHC and Quartx Borrower agrees that it will, at its sole expense, expense (i) immediately upon request by Lender, within five (5) days of demand, 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 securitiestransfer, chattel paper, instruments and documentsdocuments of title, if any, at any time representing all or any of the AESOP I Operating Lease Loan Collateral, other than (ii) without request by Lender, cause Lender's security interest under the Certificates Loan Documents to be at all times duly noted on any certificate of Title which shall title issuable with respect to any of the Collateral and forthwith deliver or cause to be delivered to the Lender or the Trustee, as applicable, after the occurrence each such certificate 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 Collateraltitle, and (iiiii) upon request of Lender, forthwith execute and deliver, deliver or cause to be executed and delivereddelivered to Lender, 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), Lender) such assignments, security agreements, mortgages, deeds of trust, pledge agreements, warehouse receipts, bailee letters, consents, waivers, financing statements statements, stock or bond powers, and other documents, and do such other acts and things, all as Lender may from time to time be reasonably necessary or desirable request to establish and maintain to the reasonable 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 liens, claims and rights of third parties whatsoever other than except the Permitted Liens) to secure payment of the Loan. Each Borrower irrevocably hereby makes, constitutes and performance appoints Lender (and all other persons designated by Lender for that purpose) as such Borrower's true and lawful attorney (and agent-in-fact) to sign the name of such Borrower on any such agreements, instruments and documents referred to in clause (iii) above and to deliver such agreements, instruments and documents to such persons as Lender in its Liabilitiessole discretion may elect.

Appears in 1 contract

Samples: Loan and Security Agreement (Circuit Systems Inc)

Deliveries; Further Assurances. Each Borrower shall, and shall cause each Subsidiary of AESOP Leasing, PVHC and Quartx agrees that it willany Borrower to, at its Borrowers' sole expense, (i) without any request by Lender, immediately deliver or cause to be delivered to the Lender (or the Trustee on behalf of the Secured Parties)Lender, in due form for transfer (i.e., endorsed in blankblank or accompanied by duly executed undated blank stock or bond powers), all securities, chattel paper, instruments and documents, if any, at any time representing all or any of the AESOP I Operating Lease Loan Collateral, (ii) upon request of Lender, furnish or cause to be furnished to Lender such surveys, mortgagee title commitments or policies, appraisals, opinions of counsel and other than documents as Lender may specify, (iii) without request by Lender, cause Lender's Lien hereunder and under the Certificates Collateral Documents to be at all times duly noted on any certificate of Title which shall title issuable with respect to any of the Collateral and forthwith deliver or cause to be delivered to the Lender or the Trustee, as applicable, after the occurrence each such certificate 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 Collateraltitle, and (iiiv) 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 TrusteeLender) such assignments (including, without limitation, assignments of life insurance), such assignments, security agreements, mortgages, deeds of trust, pledge agreements, consents, waivers, financing statements statements, stock or bond powers, 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 first perfected Lien on and security interest in all assets of the AESOP I Operating Lease Loan Collateral (except, as to perfection, with respect to Vehicles titled in the states each Borrower and each Subsidiary of Nebraska, Ohio and Oklahoma) any Borrower now or hereafter existing or acquired (free of all other Liens whatsoever other than Permitted Liens) to secure payment and performance of its the Liabilities.

Appears in 1 contract

Samples: Secured Credit Agreement (Diplomat Direct Marketing Corp)

Deliveries; Further Assurances. Each of AESOP Leasing, PVHC and Quartx Borrower agrees that it will, and will cause each of its Subsidiaries to, at its sole expense, (ia) without any request by Collateral Agent or Lenders, immediately deliver or cause to be delivered to the Lender (or the Trustee on behalf of the Secured Parties)Collateral Agent, in due form for transfer (i.e., endorsed in blankblank or accompanied by duly executed undated blank stock or bond powers), all securities, chattel paper, instruments and documents, if any, at any time representing all or any of the AESOP I Operating Lease Loan Collateral, (b) upon request of the Requisite Lenders furnish or cause to be furnished to Collateral Agent such surveys, mortgagee title commitments or policies, appraisals, opinions of counsel and other than documents as the Certificates Requisite Lenders reasonably may specify, (c) upon request of Title which shall the Requisite Lenders, cause the Lien granted to Collateral Agent hereunder and 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 Lender or the Trustee, as applicable, after the occurrence Collateral Agent each such certificate 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 Collateraltitle, and (iid) execute and deliver, or cause to be executed and delivered, to the Lender or the Trustee 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 Lender or the TrusteeRequisite Lenders) such assignments (including, without limitation, assignments of life insurance), such assignments, security agreements, mortgages, deeds of trust, pledge agreements, consents, waivers, financing statements statements, stock or bond powers, and other instruments and 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) Requisite Lenders a valid perfected Lien on and security interest in all Property of the AESOP I Operating Lease Loan Collateral (except, as to perfection, with respect to Vehicles titled in the states of Nebraska, Ohio Borrower and Oklahoma) its Subsidiaries now or hereafter existing or acquired (free of all other Liens whatsoever other than Permitted Liens) to secure payment and performance of its the Liabilities.

Appears in 1 contract

Samples: Secured Credit Agreement (Steri Oss Inc)

Deliveries; Further Assurances. Each of AESOP Leasing, PVHC and Quartx The Borrower agrees that it will, at its sole expense, expense (i) immediately upon request by Lender, within five (5) days of demand, 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 securitiestransfer, chattel paper, instruments and documentsdocuments of title, if any, at any time representing all or any of the AESOP I Operating Lease Loan Collateral, other than (ii) without request by Lender, cause Lender's security interest under the Certificates Loan Documents to be at all times duly noted on any certificate of Title which shall title issuable with respect to any of the Collateral and forthwith deliver or cause to be delivered to the Lender or the Trustee, as applicable, after the occurrence each such certificate 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 Collateraltitle, and (iiiii) upon request of Lender, forthwith execute and deliver, deliver or cause to be executed and delivereddelivered to Lender, 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), Lender) such assignments, security agreements, mortgages, deeds of trust, pledge agreements, warehouse receipts, bailee letters, consents, waivers, financing statements statements, stock or bond powers, and other documents, and do such other acts and things, all as Lender may from time to time be reasonably necessary or desirable request to establish and maintain to the reasonable 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 liens, claims and rights of third parties whatsoever other than except the Permitted Liens) to secure payment of the Loan. The Borrower irrevocably hereby makes, constitutes and performance appoints Lender (and all other persons designated by Lender for that purpose) as the Borrower's true and lawful attorney (and agent-in-fact) to sign the name of the Borrower on any such agreements, instruments and documents referred to in clause (iii) above and to deliver such agreements, instruments and documents to such persons as Lender in its Liabilitiessole discretion may elect.

Appears in 1 contract

Samples: Loan and Security Agreement (Circuit Systems Inc)

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Deliveries; Further Assurances. Each of AESOP Leasing, PVHC and Quartx agrees that it willObligor shall, at its Borrowers' sole expense, (i) without any request by Xxxxxx, immediately deliver or cause to be delivered to the Lender (or the Trustee on behalf of the Secured Parties)Lender, in due form for transfer (i.e., endorsed in blankblank or accompanied by duly executed undated blank stock or bond powers), all securities, chattel paper, instruments and documents, if any, at any time representing all or any of the AESOP I Operating Lease Loan Collateral, (ii) upon request of Lender, furnish or cause to be furnished to Lender such surveys, mortgagee title commitments or policies, appraisals, opinions of counsel and other than documents as Lender may specify, (iii) without request by Xxxxxx, cause Xxxxxx's Lien hereunder and under the Certificates Collateral Documents to be at all times duly noted on any certificate of Title which shall title issuable with respect to any of the Collateral and forthwith deliver or cause to be delivered to the Lender or the Trustee, as applicable, after the occurrence each such certificate 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 Collateraltitle, and (iiiv) 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 TrusteeXxxxxx) such assignments (including, without limitation, assignments of life insurance), such assignments, security agreements, mortgages, deeds of trust, pledge agreements, consents, waivers, financing statements statements, stock or bond powers, 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 first perfected Lien on and security interest in all assets 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) each Obligor now or hereafter existing or acquired (free of all other Liens whatsoever other than Permitted Liens) to secure payment and performance of its the Liabilities.

Appears in 1 contract

Samples: Secured Credit Agreement (Tro Learning Inc)

Deliveries; Further Assurances. (a) 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 ’s (or the Trustee's ’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.

Appears in 1 contract

Samples: Loan Agreement (Cendant Corp)

Deliveries; Further Assurances. Each of AESOP Leasing, PVHC and Quartx agrees that it willThe Company covenants to, 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) promptly execute and deliver, or cause to be executed and delivered, to the Lender holders of the Notes or the Trustee Collateral Agent, in due form for filing or recording (and 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 reasonably necessary or deemed necessary or advisable by the Lender Required Holder(s) or the Trustee)Collateral Agent, in their respective reasonable discretion, such collateral assignments, security agreements, pledge agreements, mortgages, leasehold mortgages, 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 be reasonably necessary or desirable request, to establish and maintain to the satisfaction of the Lender (or Required Holder(s) and the Trustee) Collateral Agent a valid and perfected Lien on and first priority security interest in favor of the Collateral Agent in all of the AESOP I Operating Lease Loan present and/or future 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 (subject only to the Liens permitted by Section 10.5, 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)). In the event that the Company hereafter acquires any real property or interest in real property on which a Lien is required to be granted to the Collateral Agent pursuant to this paragraph, then the Company shall also supply to the Collateral Agent and the holders of the Notes, at the Company’s sole cost and expense, a survey, environmental report, hazard insurance policy and a mortgagee’s policy of title insurance from a title insurer reasonably acceptable to the Required Holder(s) insuring the validity of such Lien on the real property or interest in real property encumbered thereby, each in form and substance reasonably satisfactory to the Collateral Agent and the Required Holder(s). The Company hereby irrevocably makes, constitutes and appoints the Collateral Agent (and all other than Permitted Lienspersons designated by the Collateral Agent for that purpose) as the Company’s true and lawful agent and attorney-in-fact to, if the Company fails to secure payment do so as required upon the request of the Required Holder(s) or the Collateral Agent, sign the Company’s name on any such agreements, instruments and performance of its Liabilitiesdocuments referred to in the preceding sentences and to deliver such agreements, instruments and documents to such Persons as the Required Holder(s) or the Collateral Agent in their sole discretion may elect.

Appears in 1 contract

Samples: Note Purchase Agreement (Sanfilippo John B & Son Inc)

Deliveries; Further Assurances. Each of AESOP Leasing, PVHC and Quartx Borrower agrees that it will, at its sole expense, (ia) without any request by Lender, immediately deliver or cause to be delivered to the Lender (or the Trustee on behalf of the Secured Parties)Lender, in due form for transfer (i.e.I.E., endorsed in blankblank or accompanied by duly executed undated blank stock or bond powers), all securities, chattel paper, instruments and documents, if any, at any time representing all or any of the AESOP I Operating Lease Loan Collateral, (b) upon request of Lender furnish or cause to be furnished to Lender such surveys, mortgagee title commitments or policies, appraisals (provided an Event of Default has occurred and is continuing), opinions of counsel and other than documents as Lender may specify, (c) without request by Lender, cause the Certificates Lien granted to Lender hereunder and under the Collateral Documents to be at all times duly noted on any certificate of Title which shall title issuable with respect to any of the Collateral and forthwith deliver or cause to be delivered to the Lender or the Trustee, as applicable, after the occurrence each such certificate 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 Collateraltitle, and (iid) 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 TrusteeLender) such assignments (including, without limitation, assignments of life insurance), such assignments, security agreements, mortgages, deeds of trust, pledge agreements, consents, waivers, financing statements statements, stock or bond powers, and other instruments and 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 assets 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) Borrower now or hereafter existing or acquired (free of all other Liens whatsoever other than Permitted Liens) to secure payment and performance of its the Liabilities.

Appears in 1 contract

Samples: Secured Credit Agreement (General Housing Inc)

Deliveries; Further Assurances. Each of AESOP Leasing, PVHC and Quartx Borrower agrees that it will, at its sole expense, (i) without any request by the Lenders, immediately deliver or cause to be delivered to the Lender (or the Trustee on behalf of the Secured Parties)Agent, in due form for transfer (i.e., endorsed in blankblank or accompanied by duly executed undated blank stock or bond powers), all securities, chattel paper, instruments and documents, if any, at any time representing all or any of the AESOP I Operating Lease Loan Collateral, (ii) upon request of Agent, furnish or cause to be furnished to Agent such surveys, mortgagee title commitments or policies, appraisals, opinions of counsel and other than documents as Agent may specify, (iii) upon request by Agent, cause Agent's Lien hereunder and under the Certificates Collateral Documents to be at all times duly noted on any certificate of Title which shall title issuable with respect to any of the Collateral and forthwith deliver or cause to be delivered to the Lender or the Trustee, as applicable, after the occurrence Agent each such certificate 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 Collateraltitle, and (iiiv) execute and deliver, or cause to be executed and delivered, to the Lender or the Trustee 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 Lender or the TrusteeAgent) such assignments (including, without limitation, assignments of life insurance), such assignments, security agreements, mortgages, deeds of trust, pledge agreements, consents, waivers, financing statements statements, stock or bond powers, 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) Agent a valid first perfected Lien on and security interest in all assets 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) Borrower now or hereafter existing or acquired (free of all other Liens whatsoever other than Permitted Liens) to secure payment and performance of its the Liabilities.

Appears in 1 contract

Samples: Secured Credit Agreement (Gibraltar Packaging Group Inc)

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