Common use of Further Assurances and Collateral Matters Clause in Contracts

Further Assurances and Collateral Matters. (i) The Parent will, and will cause each other Company to execute and deliver such further documentation and take such further action as may be requested by the Administrative Agent or the Collateral Agent to carry out the provisions and purposes of the Loan Papers and to create, preserve, protect and. perfect the Liens of Administrative Agent and Collateral Agent, respectively, for the benefit of itself and the Banks in the Collateral. (ii) In the event the amount of Borrowing Base Availability is less than $5,000,000 or any requested Loan or Letter of Credit would cause Borrowing Base Availability to be less than $5,000,000, Parent shall and shall cause each of the Subsidiaries to cause the perfection of the Lien of the Collateral Agent, for the benefit of the Banks, in Vehicles having an aggregate Orderly Liquidation Value such that Borrowing Base Availability is at all times greater than or equal to $5,000,000. In such event or in the event Borrower otherwise elects to include any of the Vehicles in the Borrowing Base, Parent will cause such Lien in such Vehicles to be so perfected pursuant to documentation acceptable to the Required Banks, and will execute and deliver, and will cause the Subsidiaries to execute and deliver, to Collateral Agent and the Banks such documents, in form and substance satisfactory to Collateral Agent and its counsel and the Required Banks, as may be necessary or appropriate to evidence and provide for the same, including without limitation the original certificates of title for such Vehicles, applications for notation of Lien, and any and all other documentation and action necessary to cause the Lien of the Collateral Agent in each such Vehicle to be recorded and noted (in accordance with the applicable recording and notation requirements and other Governmental Requirements of each appropriate state and other jurisdiction) on the certificate of title of each such Vehicle. Parent and the Subsidiaries shall pay all fees, costs, expenses and taxes relating to the foregoing.

Further Assurances and Collateral Matters. (i) The Parent will, and will cause each other Company to execute and deliver such further documentation and take such further action as may be requested by the Administrative Agent or the Collateral Agent to carry out the provisions and purposes of the Loan Papers and to create, preserve, protect and. and perfect the Liens of Administrative Agent and Collateral Agent, respectively, for the benefit of itself and the Banks in the Collateral. . (ii) In the event the amount of Borrowing Base Availability is less than $5,000,000 or any requested Loan or Letter of Credit would cause Borrowing Base Availability to be less than $5,000,000, Parent shall and shall cause each of the Subsidiaries to cause the perfection of the Lien of the Collateral Agent, for the benefit of the Banks, in Vehicles having an aggregate Orderly Liquidation Value such that Borrowing Base Availability is at all times greater than or equal to $5,000,000. In such event or in the event Borrower otherwise elects to include any of the Vehicles in the Borrowing Base, Parent will cause such Lien in such Vehicles to be so perfected pursuant to documentation acceptable to the Required Banks, and will execute and deliver, and will cause the Subsidiaries to execute and deliver, to Collateral Agent and the Banks such documents, in form and substance satisfactory to Collateral Agent and its counsel and the Required Banks, as may be necessary or appropriate to evidence and provide for the same, including without limitation the original certificates of title for such Vehicles, applications for notation of Lien, and any and all other documentation and action necessary to cause the Lien of the Collateral Agent in each such Vehicle to be recorded and noted (in accordance with the applicable recording and notation requirements and other Governmental Requirements of each appropriate state and other jurisdiction) on the certificate of title of each such Vehicle. Parent and the Subsidiaries shall pay all fees, costs, expenses and taxes relating to the foregoing. (iii) Upon written request from Borrower, Collateral Agent shall, from time to time, take all steps necessary to release the Lien in favor of Collateral Agent and the Banks against any one or more Vehicles; provided, Collateral Agent shall not be obligated to release any such Lien unless (A) the Vehicle being released from the Lien is being sold or otherwise disposed in the ordinary course of business and for fair market value; (B) after giving effect to the Lien release, (i) the outstanding amount of the Obligations will not be greater than the Borrowing Base, and (ii) the Borrowing Base Availability will not be less than $5,000,000; and (C) no Default or Potential Default exists or would result therefrom.

Further Assurances and Collateral Matters. (ia) The Further Assurance and Exceptions to Perfection. Parent will, and will cause each Subsidiary, other Company to than an Insignificant Subsidiary, to, execute and deliver such further documentation and take such further action as may be requested by the Administrative Agent or the Collateral Agent to carry out the provisions and purposes of the Loan Papers Documents and to create, preserve, protect and. and perfect the Liens of Administrative Agent and Collateral Agent, respectively, for the benefit of itself and the Banks in the Collateral. ; provided that, prior to the occurrence of a Default, neither Parent nor any Subsidiary, nor an Insignificant Subsidiary at any time, shall be required to: (i) execute or have filed any UCC Financing Statement fixture filings necessary to perfect Agent's Lien on property at a location identified pursuant to the Parent Security Agreement or the Subsidiary Security Agreement as a "Contract Location" (herein a "Contract Location"); (ii) In execute or deliver any waivers, subordinations or acknowledgments from any third parties who have possession or control of any Collateral; (iii) except as required by Section 7.1(g) of the event the amount Original Credit Agreement, obtain any landlord or mortgagee waivers or subordinations; (iv) deliver any certificates of Borrowing Base Availability is less title evidencing equipment of Parent or a Subsidiary, other than $5,000,000 an Insignificant Subsidiary, with Agent's Lien noted thereon; or (v) grant Agent control over any deposit, security or any requested Loan or Letter of Credit would cause Borrowing Base Availability to be less than $5,000,000commodity account. If a Default occurs, then Parent shall shall, and shall cause each Subsidiary, other than an Insignificant Subsidiary, to, take such action as Agent may request to perfect and protect the Liens of Agent in all the Collateral, including any or all of the Subsidiaries actions described in clauses (i) through (v) of this Section 9.10(a). Notwithstanding the foregoing, if prior to the occurrence of a Default, the book value of the equipment (excluding vehicles) and fixtures located at a Contract Location exceeds One Hundred Thousand Dollars ($100,000.00), then Parent shall, or shall cause the perfection applicable Subsidiary, other than an Insignificant Subsidiary, to, take all actions as Agent may request to perfect and protect the Liens of Agent in the equipment and fixtures held at such Contract Location. Parent shall promptly notify Agent if the book value of the Lien of the Collateral Agent, for the benefit of the Banks, in Vehicles having an aggregate Orderly Liquidation Value such that Borrowing Base Availability is equipment (excluding vehicles) and fixtures located at all times greater than or equal to a Contract Location exceeds One Hundred Thousand Dollars ($5,000,000. In such event or in the event Borrower otherwise elects to include any of the Vehicles in the Borrowing Base, Parent will cause such Lien in such Vehicles to be so perfected pursuant to documentation acceptable to the Required Banks, and will execute and deliver, and will cause the Subsidiaries to execute and deliver, to Collateral Agent and the Banks such documents, in form and substance satisfactory to Collateral Agent and its counsel and the Required Banks, as may be necessary or appropriate to evidence and provide for the same, including without limitation the original certificates of title for such Vehicles, applications for notation of Lien, and any and all other documentation and action necessary to cause the Lien of the Collateral Agent in each such Vehicle to be recorded and noted (in accordance with the applicable recording and notation requirements and other Governmental Requirements of each appropriate state and other jurisdiction) on the certificate of title of each such Vehicle. Parent and the Subsidiaries shall pay all fees, costs, expenses and taxes relating to the foregoing100,000.00).

Further Assurances and Collateral Matters. (i) The Parent will, and will cause each other Company to execute and deliver such further documentation and take such further action as may be requested by the Administrative Agent or the Collateral Agent to carry out the provisions and purposes of the Loan Papers and to create, preserve, protect and. and perfect the Liens of Administrative Agent and Collateral Agent, respectively, for the benefit of itself and the Banks in the Collateral. (ii) In the event the Outstanding Revolving Credit exceeds an amount equal to the lesser of the aggregate Commitments then in effect or the Borrowing Base Availability then most recently determined or redetermined (in this Section such lesser amount is less than $5,000,000 or any requested Loan or Letter of called the “Maximum Credit would cause Borrowing Base Availability Amount”), if applicable, pursuant to be less than $5,000,000Section 2.7(a)(ii), Parent shall and shall cause each of the Subsidiaries to cause the perfection of the Lien of the Collateral Agent, for the benefit of the Banks, in Vehicles having an aggregate Orderly Liquidation Value such that Borrowing Base Availability is at all times greater than or equal to $5,000,000the Outstanding Revolving Credit no longer exceeds the Maximum Credit Amount. In such event or in the event Borrower otherwise elects to include any of the Vehicles in the Borrowing Base, Parent will cause such Lien in such Vehicles to be so perfected pursuant to documentation acceptable to the Required Banks, and will execute and deliver, and will cause the Subsidiaries to execute and deliver, to Collateral Agent and the Banks such documents, in form and substance satisfactory to Collateral Agent and its counsel and the Required Banks, as may be necessary or appropriate to evidence and provide for the same, including without limitation the original certificates of title for such Vehicles, applications for notation of Lien, and any and all other documentation and action necessary to cause the Lien of the Collateral Agent in each such Vehicle to be recorded and noted (in accordance with the applicable recording and notation requirements and other Governmental Requirements of each appropriate state and other jurisdiction) on the certificate of title of each such Vehicle. Parent and the Subsidiaries shall pay all fees, costs, expenses and taxes relating to the foregoing.