Titled Collateral. (i) Each Grantor shall (a) cause all Collateral now owned or hereafter acquired by any Grantor, which under applicable law are required to be registered, to be properly registered in the name of such Grantor, (b) cause all Collateral now owned or hereafter acquired by any Grantor, the ownership of which under applicable law, is evidenced by a certificate of title or ownership (referred to herein as “Titled Collateral”), to be properly titled in the name of such Grantor, with the Administrative Agent’s Lien noted thereon and (c) deliver to the Administrative Agent (or its custodian) originals of all such certificates of title or ownership for such Titled Collateral. (ii) Upon the acquisition after the date hereof by any Grantor of any Titled Collateral (other than an item of Equipment to be acquired that is subject to a purchase money security interest permitted by Section 7.02(a) of the Financing Agreement), such Grantor shall deliver to the Administrative Agent in accordance with the Financing Agreement, originals of the certificates of title or ownership for such Titled Collateral, together with the manufacturer’s statement of origin, and an application duly executed by the appropriate Grantor to evidence the Administrative Agent’s Lien thereon. (iii) Each Grantor hereby appoints the Administrative Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of, after the occurrence and during the continuance of an Event of Default, (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate state agencies to enable Titled Collateral to be retitled and the Administrative Agent listed as lienholder thereof, (B) filing such applications with such state agencies, and (C) executing such other documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Administrative Agent a perfected Lien on such Titled Collateral and exercising the rights and remedies of the Administrative Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are paid in full after all Commitments have been terminated. (iv) With respect to motor vehicles, any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby. (v) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Administrative Agent shall execute and deliver to such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Administrative Agent as lienholder on any certificate of title for any Titled Collateral; provided that any such instruments shall be delivered, and the release effective, only upon receipt by the Administrative Agent of a certificate from such Grantor, stating that such Titled Collateral, the Lien on which is to be released, is to be sold or has suffered a casualty loss (with title thereto passing to the casualty insurance company therefor in settlement of the claim for such loss), the amount that such Grantor will receive as sale proceeds or insurance proceeds and whether or not such sale proceeds or insurance proceeds are required by Section 2.05 of the Financing Agreement to be paid to the Administrative Agent to be applied to the Obligations and, to the extent required by Section 2.05 of the Financing Agreement, any proceeds of such sale or casualty loss shall be paid to the Administrative Agent hereunder to be applied to the Obligations then outstanding.
Appears in 3 contracts
Samples: Security Agreement (Body Central Acquisition Corp), Security Agreement (Body Central Acquisition Corp), Security Agreement (Body Central Acquisition Corp)
Titled Collateral. (i) Each Grantor shall (a) cause all Collateral Collateral, now owned or hereafter acquired by any Grantor, which under applicable law are required to be registered, to be properly registered in the name of such Grantor, (b) cause all Collateral now owned or hereafter acquired by any Grantor, the ownership of which under applicable law, is evidenced by a certificate of title or ownership (referred to herein as “Titled Collateral”), to be properly titled in the name of such Grantor, and if requested by the Collateral Agent, with the Administrative Collateral Agent’s Lien noted thereon and (c) if requested by the Collateral Agent, promptly deliver to the Administrative Collateral Agent (or its custodian) originals of all such Certificates of Title or certificates of title or ownership for such Titled Collateral, with the Collateral Agent’s Lien noted thereon.
(ii) Upon the acquisition after the date hereof by any Grantor of any Titled Collateral with a fair market value in excess of $250,000 (other than an item of Equipment to be acquired that is subject to a purchase money security interest permitted by Section 7.02(a) of the Financing Agreementthat constitutes a Permitted Lien), such Grantor shall immediately notify the Collateral Agent of such acquisition, set forth a description of such Titled Collateral acquired and a good faith estimate of the current value of such Titled Collateral, and if so requested by the Collateral Agent, immediately deliver to the Administrative Collateral Agent in accordance with the Financing Agreement, (or its custodian) originals of the Certificates of Title or certificates of title or ownership for such Titled Collateral, together with the manufacturer’s statement of origin, and an application duly executed by the appropriate Grantor to evidence the Administrative Collateral Agent’s Lien thereon.
(iii) Each Grantor hereby appoints the Administrative Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of, after the occurrence and during the continuance of an Event of Default, (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate state agencies Governmental Authority to enable Titled Collateral now owned or hereafter acquired by such Grantor to be retitled and amended to reflect the Administrative Collateral Agent listed as lienholder thereof, (B) filing such applications with such state agenciesGovernmental Authority, and (C) executing such other documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Administrative Collateral Agent may deem necessary or advisable to accomplish the purposes hereof of this Section 6(j)) (including, without limitation, for the purpose of creating in favor of the Administrative Collateral Agent a perfected Lien on such Titled Collateral and exercising the rights and remedies of the Administrative Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are paid in full after all Commitments have been terminatedTermination Date.
(iv) With respect to motor vehicles, any certificates Certificates of title Title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby.
(v) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Administrative Agent shall execute and deliver to such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Administrative Agent as lienholder on any certificate of title for any Titled Collateral; provided that any such instruments shall be delivered, and the release effective, only upon receipt by the Administrative Agent of a certificate from such Grantor, stating that such Titled Collateral, the Lien on which is to be released, is to be sold or has suffered a casualty loss (with title thereto passing to the casualty insurance company therefor in settlement of the claim for such loss), the amount that such Grantor will receive as sale proceeds or insurance proceeds and whether or not such sale proceeds or insurance proceeds are required by Section 2.05 of the Financing Agreement to be paid to the Administrative Agent to be applied to the Obligations and, to the extent required by Section 2.05 of the Financing Agreement, any proceeds of such sale or casualty loss shall be paid to the Administrative Agent hereunder to be applied to the Obligations then outstanding.
Appears in 1 contract
Titled Collateral. (a) Each Debtor shall (i) Each Grantor shall (a) cause all Collateral Collateral, now owned or hereafter acquired by any Grantorsuch Debtor, which under applicable law are required to be registered, to be properly registered as required by applicable law in the name of such Grantorthe Debtor, (bii) cause all Collateral now owned or hereafter acquired by any Grantor, the ownership of which under applicable law, is evidenced by a certificate of title or ownership (referred to herein as “Titled Collateral”), to be properly titled in the name of such GrantorDebtor, and if requested by the Agent, with the Administrative Agent’s Lien lien noted thereon and (ciii) if reasonably requested by the Agent, promptly, and in any event within five (5) Business Days of Agent’s reasonable request therefor (or such later time as the Agent may agree in its sole discretion), deliver to the Administrative Agent (or its custodian) originals of all such Certificates of Title or certificates of title or ownership for such Titled CollateralCollateral unless such originals are required to be kept with the Titled Collateral in which case copies shall be provided, with the Agent’s lien noted thereon or upon appropriate abstract of title or other documentation issued by a governmental authority. Notwithstanding the foregoing, if any Debtor owns any Collateral Ship on the date hereof that is registered in the State of Texas, within [ten (10)] days following the date hereof, such Debtor shall file a notice of lien, or such other form reasonably necessary to record the security interest granted hereunder over such Collateral Ship, with the appropriate Texas state authorities, and substantially concurrently with the registration of such Collateral Ship with any other Approved Jurisdiction, such Debtor shall execute, deliver and record a Collateral Ship Mortgage over such Collateral Ship in such jurisdiction and any other documents and other evidence listed in Exhibit E hereto, as applicable, in form and substance satisfactory to the Agent.
(iib) Upon the acquisition after the date hereof by any Grantor Debtor of any Titled Collateral, such Debtor shall promptly and in any event within five (5) Business Days of any such acquisition (or such later time as the Agent may agree in its sole discretion), notify the Agent of such acquisition, set forth a description of such Titled Collateral (other than an item of Equipment to be acquired that is subject to and a purchase money security interest permitted by Section 7.02(a) good faith estimate of the Financing Agreement)current value of such Titled Collateral, such Grantor shall and if so requested by the Agent, promptly deliver to the Administrative Agent in accordance with the Financing Agreement, (or its custodian) originals of the Certificates of Title or certificates of title or ownership for such Titled Collateral, together with the manufacturer’s statement of origin, and an application duly executed by the appropriate Grantor Debtor to evidence the Administrative Agent’s Lien lien thereon.
(iiic) Each Grantor Notwithstanding the foregoing, if (i) any Debtor acquires any Collateral Ship, the Debtors agree to, concurrently with Delivery Date in respect of such Collateral Ship, execute and deliver the documents and other evidence listed in Exhibit E hereto, as applicable, in form and substance satisfactory to the Agent, and (ii) an AUV (or any other Collateral Ship) becomes capable of registration with an Approved Jurisdiction, register such AUV (or other Collateral Ship) in such Approved Jurisdiction and concurrently with such registration record a Collateral Ship Mortgage over such AUV.
(d) During the continuance of any Event of Default, each Debtor hereby appoints the Administrative Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of, after the occurrence and during the continuance of an Event of Default, (Ai) executing on behalf of such Grantor the Debtor title or ownership applications for filing with appropriate state agencies governmental authority to enable Titled Collateral now owned or hereafter acquired by the Debtor to be retitled and amended to reflect the Administrative Agent listed as lienholder thereof, (Bii) filing such applications with such state agenciesgovernmental authority, and (Ciii) executing such other documents and instruments on behalf of, and taking such other action in the name of, such Grantor Debtor as the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof of this Section 7 (including, without limitation, for the purpose of creating in favor of the Administrative Agent a perfected Lien lien on such Titled Collateral and exercising the rights and remedies of the Administrative Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable which shall remain in effect during the continuance of any Event of Default until all Agent has confirmed in writing that such Event of the Obligations are paid in full after all Commitments have Default has been terminatedcured or waived.
(ive) With respect to motor vehicles, any certificates Certificates of title Title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby.
(vf) So long as no Event of Default shall have occurred and be continuing, upon the request of any GrantorAs used herein, the Administrative Agent shall execute and deliver term “Titled Collateral” means all Collateral for which the title to such Grantor such instruments as such Grantor shall reasonably request to remove the notation Collateral is governed by a Certificate of the Administrative Agent as lienholder on any Title or certificate of title for any Titled Collateral; provided that any such instruments shall be deliveredownership, including, without limitation, all motor vehicles (including, without limitation, all trucks, trailers, tractors, service vehicles, automobiles and other mobile equipment) and all ships and vessels (including without limitation the Collateral Ships), and similar equipment for which the release effectivetitle to such motor vehicles, only upon receipt ships, vessels, and other similar equipment is governed by the Administrative Agent a Certificate of a Title or certificate from such Grantor, stating that such Titled Collateral, the Lien on which is to be released, is to be sold or has suffered a casualty loss (with title thereto passing to the casualty insurance company therefor in settlement of the claim for such loss), the amount that such Grantor will receive as sale proceeds or insurance proceeds and whether or not such sale proceeds or insurance proceeds are required by Section 2.05 of the Financing Agreement to be paid to the Administrative Agent to be applied to the Obligations and, to the extent required by Section 2.05 of the Financing Agreement, any proceeds of such sale or casualty loss shall be paid to the Administrative Agent hereunder to be applied to the Obligations then outstandingownership.
Appears in 1 contract
Samples: Pledge and Security Agreement (Nauticus Robotics, Inc.)
Titled Collateral. (i) Each Grantor shall (aA) cause all Collateral Collateral, now owned or hereafter acquired by any Grantor, which under applicable law are required to be registered, to be properly registered in the name of such Grantor, (bB) cause all Collateral now owned or hereafter acquired by any Grantor, the ownership of which under applicable law, is evidenced by a certificate of title or ownership (referred to herein as “Titled Collateral”), to be properly titled in the name of such Grantor, and if requested by Agent, with the Administrative Agent’s 's Lien noted thereon and (cC) if requested by Agent, promptly deliver to the Administrative Agent (or its custodian) originals of all such Certificates of Title or certificates of title or ownership for such Titled Collateral, with Agent's Lien noted thereon.
(ii) Upon the acquisition after the date hereof by any Grantor of any Titled Collateral (other than an item of Equipment to be acquired that is subject to a purchase money security interest permitted by Section 7.02(a) of that constitutes a Permitted Lien under the Financing Credit Agreement), such Grantor shall promptly (and in any event within 10 Business Days) notify Agent of such acquisition, set forth a description of such Titled Collateral acquired and a good faith estimate of the current value of such Titled Collateral, and if so requested by Agent, immediately deliver to the Administrative Agent in accordance with the Financing Agreement, (or its custodian) originals of the Certificates of Title or certificates of title or ownership for such Titled Collateral, together with the manufacturer’s 's statement of origin, and an application duly executed by the appropriate Grantor to evidence the Administrative Agent’s 's Lien thereon.
(iii) Each Grantor hereby appoints the Administrative Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of, after the occurrence and during the continuance of an Event of Default, (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate state agencies Governmental Authority to enable Titled Collateral now owned or hereafter acquired by such Grantor to be retitled and the Administrative amended to reflect Agent listed as lienholder thereof, (B) filing such applications with such state agenciesGovernmental Authority, and (C) executing such other documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Administrative Agent may deem necessary or advisable advisable, in its Permitted Discretion, to accomplish the purposes hereof of this Section 7(n) (including, without limitation, for the purpose of creating in favor of the Administrative Agent a perfected Lien on such Titled Collateral and exercising the rights and remedies of the Administrative Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are have been paid in full after all in accordance with the provisions of the Credit Agreement and the Commitments have expired or have been terminated.
(iv) With respect to motor vehicles, any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby.
(v) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Administrative Agent shall execute and deliver to such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Administrative Agent as lienholder on any Certificate of Title or certificate of title ownership for any Titled Collateral; provided that any such instruments shall be delivered, and the release shall be effective, only upon receipt by the Administrative Agent of a certificate from such Grantor, stating that such the Titled Collateral, the Lien on which is to be released, is to be sold in accordance with the terms of the Credit Agreement or has suffered a casualty loss (with title thereto passing to the casualty insurance company therefor in settlement of the claim for such loss), the amount that such Grantor will receive as sale proceeds or insurance proceeds and whether or not such sale proceeds or insurance proceeds are required by Section 2.05 of the Financing Credit Agreement to be paid to the Administrative Agent to be applied to the Secured Obligations and, to the extent required by Section 2.05 of the Financing Agreement, any proceeds of such sale or casualty loss shall be paid to the Administrative Agent hereunder to be applied to the Obligations then outstanding.Credit
Appears in 1 contract
Samples: Guaranty and Security Agreement (Farmer Brothers Co)
Titled Collateral. (i) Each Grantor shall (a) cause all Collateral Collateral, now owned or hereafter acquired by any Grantor, which under applicable law are required to be registered, to be properly registered in the name of such Grantor, (b) cause all Collateral now owned or hereafter acquired by any Grantor, the ownership of which under applicable law, is evidenced by a certificate of title or ownership (referred to herein as “Titled Collateral”), to be properly titled in the name of such Grantor, and if requested by the Collateral Agent, with the Administrative Collateral Agent’s 's Lien noted thereon and (c) if requested by the Collateral Agent, promptly deliver to the Administrative Collateral Agent (or its custodian) originals of all such Certificates of Title or certificates of title or ownership for such Titled Collateral, with the Collateral Agent's Lien noted thereon.
(ii) Upon the acquisition after the date hereof by any Grantor of any Titled Collateral (other than an item of Equipment to be acquired that is subject to a purchase money security interest permitted by Section 7.02(a) of that constitutes a Permitted Lien under the Financing Agreement), such Grantor shall immediately notify the Collateral Agent of such acquisition, set forth a description of such Titled Collateral acquired and a good faith estimate of the current value of such Titled Collateral, and if so requested by the Collateral Agent, immediately deliver to the Administrative Collateral Agent in accordance with the Financing Agreement, (or its custodian) originals of the Certificates of Title or certificates of title or ownership for such Titled Collateral, together with the manufacturer’s 's statement of origin, and an application duly executed by the appropriate Grantor to evidence the Administrative Collateral Agent’s 's Lien thereon.
(iii) Each Grantor hereby appoints the Administrative Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of, after the occurrence and during the continuance of an Event of Default, (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate state agencies Governmental Authority to enable Titled Collateral now owned or hereafter acquired by such Grantor to be retitled and amended to reflect the Administrative Collateral Agent listed as lienholder thereof, (B) filing such applications with such state agenciesGovernmental Authority, and (C) executing such other documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Administrative Collateral Agent may deem necessary or advisable to accomplish the purposes hereof of this Section 6(h) (including, without limitation, for the purpose of creating in favor of the Administrative Collateral Agent a perfected Lien on such Titled Collateral and exercising the rights and remedies of the Administrative Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are paid in full after all Commitments have been terminatedTermination Date.
(iv) With respect to motor vehicles, any certificates Certificates of title Title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby.
(v) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Administrative Collateral Agent shall execute and deliver to such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Administrative Collateral Agent as lienholder on any Certificate of Title or certificate of title ownership for any Titled Collateral; provided that any such instruments shall be delivered, and the release shall be effective, only upon receipt by the Administrative Collateral Agent of a certificate from such Grantor, stating that such the Titled Collateral, the Lien on which is to be released, is to be sold in accordance with the terms of the Financing Agreement or has suffered a casualty loss (with title thereto passing to the casualty insurance company therefor in settlement of the claim for such loss), the amount that such Grantor will receive as sale proceeds or insurance proceeds and whether or not such sale proceeds or insurance proceeds are required by Section 2.05 of the Financing Agreement to be paid to the Administrative Collateral Agent to be applied to the Secured Obligations and, to the extent required by Section 2.05 of the Financing Agreement, any proceeds of such sale or casualty loss shall be paid to the Administrative Collateral Agent hereunder to be applied to the Secured Obligations then outstandingin accordance with the terms of the Financing Agreement.
Appears in 1 contract
Samples: Pledge and Security Agreement (Troika Media Group, Inc.)
Titled Collateral. (i) Each Grantor shall (a) cause all Collateral Collateral, now owned or hereafter acquired by any Grantor, which under applicable law are required to be registered, to be properly registered in the name of such Grantor, (b) cause all Collateral now owned or hereafter acquired by any Grantor, the ownership of which under applicable law, is evidenced by a certificate of title or ownership (referred to herein as “Titled Collateral”), to be properly titled in the name of such Grantor, and if requested by the Agent, with the Administrative Agent’s Lien noted thereon and (c) if requested by the Agent, promptly deliver to the Administrative Agent (or its custodian) originals of all such Certificates of Title or certificates of title or ownership for such Titled Collateral, with the Agent’s Lien noted thereon.
(ii) Upon the acquisition after the date hereof by any Grantor of any Titled Collateral (other than an item of Equipment to be acquired that is subject to a purchase money security interest permitted by Section 7.02(a) of that constitutes a Permitted Lien under the Financing Agreement), such Grantor shall immediately notify the Agent of such acquisition, set forth a description of such Titled Collateral acquired and a good faith estimate of the current value of such Titled Collateral, and if so requested by the Agent, immediately deliver to the Administrative Agent in accordance with the Financing Agreement, (or its custodian) originals of the Certificates of Title or certificates of title or ownership for such Titled Collateral, together with the manufacturer’s statement of origin, and an application duly executed by the appropriate Grantor to evidence the Administrative Agent’s Lien thereon.
(iii) Each Grantor hereby appoints the Administrative Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of, after the occurrence and during the continuance of an Event of Default, (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate state agencies Governmental Authority to enable Titled Collateral now owned or hereafter acquired by such Grantor to be retitled and amended to reflect the Administrative Agent listed as lienholder thereof, (B) filing such applications with such state agenciesGovernmental Authority, and (C) executing such other documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof of this Section 6(h) (including, without limitation, for the purpose of creating in favor of the Administrative Agent a perfected Lien on such Titled Collateral and exercising the rights and remedies of the Administrative Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are paid in full after all Commitments have been terminatedTermination Date.
(iv) With respect to motor vehicles, any certificates Certificates of title Title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby.
(v) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Administrative Agent shall execute and deliver to such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Administrative Agent as lienholder on any Certificate of Title or certificate of title ownership for any Titled Collateral; provided that any such instruments shall be delivered, and the release shall be effective, only upon receipt by the Administrative Agent of a certificate from such Grantor, stating that such the Titled Collateral, the Lien on which is to be released, is to be sold in accordance with the terms of the Financing Agreement or has suffered a casualty loss (with title thereto passing to the casualty insurance company therefor in settlement of the claim for such loss), the amount that such Grantor will receive as sale proceeds or insurance proceeds and whether or not such sale proceeds or insurance proceeds are required by Section 2.05 of the Financing Agreement to be paid to the Administrative Agent to be applied to the Secured Obligations and, to the extent required by Section 2.05 of the Financing Agreement, any proceeds of such sale or casualty loss shall be paid to the Administrative Agent hereunder to be applied to the Secured Obligations then outstandingin accordance with the terms of the Financing Agreement.
Appears in 1 contract
Samples: Pledge and Security Agreement (ITHAX Acquisition Corp.)
Titled Collateral. (i) Each Grantor shall (a) cause all Collateral Collateral, now owned or hereafter acquired by any Grantor, which under applicable law are required to be registered, to be properly registered in the name of such Grantor, (b) cause all Collateral now owned or hereafter acquired by any Grantor, the ownership of which under applicable law, is evidenced by a certificate of title or ownership (referred to herein as “Titled Collateral”), to be properly titled in the name of such Grantor, and if requested by the Agent, with the Administrative Agent’s Lien noted thereon and (c) if requested by the Agent, promptly deliver to the Administrative Agent (or its custodian) originals of all such Certificates of Title or certificates of title or ownership for such Titled Collateral, with the Agent’s Lien noted thereon.
(ii) Upon the acquisition after the date hereof by any Grantor of any Titled Collateral (other than an item of Equipment to be acquired that is subject to a purchase money security interest permitted by Section 7.02(a) of that constitutes a Permitted Lien under the Financing Agreement), such Grantor shall immediately notify the Agent of such acquisition, set forth a description of such Titled Collateral acquired and a good faith estimate of the current value of such Titled Collateral, and if so requested by the Agent, immediately deliver to the Administrative Agent in accordance with the Financing Agreement, (or its custodian) originals of the Certificates of Title or certificates of title or ownership for such Titled Collateral, together with the manufacturer’s statement of origin, and an application duly executed by the appropriate Grantor to evidence the Administrative Agent’s Lien thereon.
(iii) Each Grantor hereby appoints the Administrative Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of, after the occurrence and during the continuance of an Event of Default, (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate state agencies Governmental Authority to enable Titled Collateral now owned or hereafter acquired by such Grantor to be retitled and amended to reflect the Administrative Agent listed as lienholder thereof, (B) filing such applications with such state agenciesGovernmental Authority, and (C) executing such other documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof of this Section 6(h) (including, without limitation, for the purpose of creating in favor of the Administrative Agent a perfected Lien on such Titled Collateral and exercising the rights and remedies of the Administrative Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are paid in full after all Commitments have been terminatedTermination Date.
(iv) With respect to motor vehicles, any certificates Certificates of title Title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby.
(v) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Administrative Agent shall execute and deliver to such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Administrative Agent as lienholder on any Certificate of Title or certificate of title ownership for any Titled Collateral; provided that any such instruments shall be delivered, and the release shall be effective, only upon receipt by the Administrative Agent of a certificate from such Grantor, stating that such the Titled Collateral, the Lien on which is to be released, is to be sold in accordance with the terms of the Financing Agreement or has suffered a casualty loss (with title thereto passing to the casualty insurance company therefor in settlement of the claim for such loss), the amount that such Grantor will receive as sale proceeds or insurance proceeds and whether or not such sale proceeds or insurance proceeds are required by Section 2.05 of the Financing Agreement to be paid to the Administrative Agent to be applied to the Secured Obligations and, to the extent required by Section 2.05 of the Financing Agreement, any proceeds of such sale or casualty loss shall be paid to the Administrative Agent hereunder to be applied to the Secured Obligations then outstandingin accordance with the terms of the Financing Agreement.
Appears in 1 contract
Samples: Pledge and Security Agreement (ITHAX Acquisition Corp.)
Titled Collateral. (a) The Grantors agree that (i) Each Grantor shall (a) cause all the Collateral now owned or hereafter acquired by any Grantor, which under applicable law are required Agent and the Existing Titled Collateral Agent may engage the Custodial Administrator as their agent and custodial administrator to be registered, to be properly registered in administer and manage the name of such Grantor, (b) cause all Collateral now owned or hereafter acquired by any Grantor, the ownership of which under applicable law, is evidenced by a certificate certificates of title or ownership other comparable documents (referred to herein as “including the Existing Certificates of Title) and accomplish the perfection of the Agent’s Liens in the Titled Collateral”), pursuant to be properly titled in the name of such GrantorCustodial Administration Agreement, with the Administrative Agent’s Lien noted thereon and (cii) deliver the Grantors shall execute an agreement or instrument satisfactory to the Administrative Custodial Administrator and the Collateral Agent (or its custodian) originals granting power of all attorney to the Custodial Administrator for the purpose of administering and managing such certificates of title or ownership other comparable documents and perfecting such Liens. The Grantors agree that all fees and expenses of the Custodial Administrator, and all filing fees, taxes, and other amounts incurred in connection with such perfection and administration shall be paid by the Grantors.
(b) Upon request by the Custodial Administrator, and not later than five (5) Business Days following receipt thereof by any of the Grantors from the Custodial Administrator, the Grantors shall execute and deliver to the Custodial Administrator (i) all certificates of title or other comparable instruments which the Custodial Administrator returns or delivers to the Grantors and instructs the Grantors to execute in order to accomplish perfection of the Agent’s Liens on the Titled Collateral, (ii) any applications for notation of a security interest or other comparable forms required in conjunction with the executed certificates of title to accomplish perfection of such Liens on the Titled Collateral which the Custodial Administrator delivers to and instructs the Grantors to execute or cause to be executed, and (iii) such other certificates, agreements, notices or other items as the Custodial Administrator or the Collateral Agent deem necessary to perfect such Liens on the Titled Collateral.
(iic) Upon Within twenty (20) days after the acquisition after the date hereof by any Grantor of any Titled Collateral Collateral, the Grantors will: (i) execute such certificate of title applications and documents as may be required to indicate the Agent’s Liens thereon; (ii) complete and execute any applications for notation of the Agent’s Liens or other than an item comparable forms required by the applicable state's law in conjunction with the executed certificates of Equipment title in order to perfect the Agent’s Liens in the Titled Collateral; and (iii) file at its expense the items in clauses (i) and (ii), along with such other certificates, agreements, notices, or other comparable forms as may be necessary, with the appropriate Governmental Authority in the applicable jurisdiction in order to perfect such Liens.
(d) The Grantors will cause the appropriate Governmental Authority to deliver directly to the Custodial Administrator, or if delivered to a Grantor, cause to be acquired that is subject to a purchase money security interest permitted by Section 7.02(a) of the Financing Agreement), such Grantor shall deliver delivered to the Administrative Agent Custodial Administrator within five (5) Business Days after receipt thereof from the appropriate Governmental Authority by a Grantor, either the original certificate of title with the Agent's Liens noted thereon or a newly issued certificate of title or comparable instrument, as applicable, with the Agent's Liens noted thereon, to be managed and administered in accordance with the Financing Custodial Administration Agreement, originals of the certificates of title or ownership for such Titled Collateral, together with the manufacturer’s statement of origin, and an application duly executed by the appropriate Grantor to evidence the Administrative Agent’s Lien thereon.
(iii) Each Grantor hereby appoints the Administrative Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of, after the occurrence and during the continuance of an Event of Default, (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate state agencies to enable Titled Collateral to be retitled and the Administrative Agent listed as lienholder thereof, (B) filing such applications with such state agencies, and (C) executing such other documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Administrative Agent a perfected Lien on such Titled Collateral and exercising the rights and remedies of the Administrative Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are paid in full after all Commitments have been terminated.
(iv) With respect to motor vehicles, any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby.
(v) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Administrative Agent shall execute and deliver to such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Administrative Agent as lienholder on any certificate of title for any Titled Collateral; provided that any such instruments shall be delivered, and the release effective, only upon receipt by the Administrative Agent of a certificate from such Grantor, stating that such Titled Collateral, the Lien on which is to be released, is to be sold or has suffered a casualty loss (with title thereto passing to the casualty insurance company therefor in settlement of the claim for such loss), the amount that such Grantor will receive as sale proceeds or insurance proceeds and whether or not such sale proceeds or insurance proceeds are required by Section 2.05 of the Financing Agreement to be paid to the Administrative Agent to be applied to the Obligations and, to the extent required by Section 2.05 of the Financing Agreement, any proceeds of such sale or casualty loss shall be paid to the Administrative Agent hereunder to be applied to the Obligations then outstanding.
Appears in 1 contract
Titled Collateral. (i) Each Grantor shall (aA) cause all Collateral Collateral, now owned or hereafter acquired by any Grantor, which under applicable law are required to be registered, to be properly registered in the name of such Grantor, (bB) cause all Collateral now owned or hereafter acquired by any Grantor, the ownership of which under applicable law, is evidenced by a certificate of title or ownership (referred to herein as “Titled Collateral”), to be properly titled in the name of such Grantor, and if requested by Agent, with the Administrative Agent’s 's Lien noted thereon and (cC) if requested by Agent, promptly deliver to the Administrative Agent (or its custodian) originals of all such Certificates of Title or certificates of title or ownership for such Titled Collateral, with Agent's Lien noted thereon.
(ii) Upon the acquisition after the date hereof by any Grantor of any Titled Collateral (other than an item of Equipment to be acquired that is subject to a purchase money security interest permitted by Section 7.02(a) of that constitutes a Permitted Lien under the Financing Credit Agreement), such Grantor shall promptly (and in any event within 10 Business Days) notify Agent of such acquisition, set forth a description of such Titled Collateral acquired and a good faith estimate of the current value of such Titled Collateral, and if so requested by Agent, immediately deliver to the Administrative Agent in accordance with the Financing Agreement, (or its custodian) originals of the Certificates of Title or certificates of title or ownership for such Titled Collateral, together with the manufacturer’s 's statement of origin, and an application duly executed by the appropriate Grantor to evidence the Administrative Agent’s 's Lien thereon.
(iii) Each Grantor hereby appoints the Administrative Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of, after the occurrence and during the continuance of an Event of Default, (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate state agencies Governmental Authority to enable Titled Collateral now owned or hereafter acquired by such Grantor to be retitled and the Administrative amended to reflect Agent listed as lienholder thereof, (B) filing such applications with such state agenciesGovernmental Authority, and (C) executing such other documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Administrative Agent may deem necessary or advisable advisable, in its Permitted Discretion, to accomplish the purposes hereof of this Section 7(n) (including, without limitation, for the purpose of creating in favor of the Administrative Agent a perfected Lien on such Titled Collateral and exercising the rights and remedies of the Administrative Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are paid in full after all Commitments have been terminated.Titled
(iv) With respect to motor vehicles, any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby.
(v) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Administrative Agent shall execute and deliver to such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Administrative Agent as lienholder on any Certificate of Title or certificate of title ownership for any Titled Collateral; provided that any such instruments shall be delivered, and the release shall be effective, only upon receipt by the Administrative Agent of a certificate from such Grantor, stating that such the Titled Collateral, the Lien on which is to be released, is to be sold in accordance with the terms of the Credit Agreement or has suffered a casualty loss (with title thereto passing to the casualty insurance company therefor in settlement of the claim for such loss), the amount that such Grantor will receive as sale proceeds or insurance proceeds and whether or not such sale proceeds or insurance proceeds are required by Section 2.05 of the Financing Credit Agreement to be paid to the Administrative Agent to be applied to the Secured Obligations and, to the extent required by Section 2.05 of the Financing Credit Agreement, any proceeds of such sale or casualty loss shall be paid to the Administrative Agent hereunder to be applied to the Secured Obligations then outstandingin accordance with the terms of the Credit Agreement.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Farmer Brothers Co)
Titled Collateral. (a) Each Debtor shall (i) Each Grantor shall (a) cause all Collateral Collateral, now owned or hereafter acquired by any Grantorsuch Debtor, which under applicable law are required to be registered, to be properly registered as required by applicable law in the name of such Grantorthe Debtor, (bii) cause all Collateral now owned or hereafter acquired by any Grantor, the ownership of which under applicable law, is evidenced by a certificate of title or ownership (referred to herein as “Titled Collateral”), to be properly titled in the name of such GrantorDebtor, and if requested by the Agent, with the Administrative Agent’s Lien lien noted thereon and (ciii) if reasonably requested by the Agent, promptly, and in any event within five (5) Business Days of Agent’s reasonable request therefor (or such later time as the Agent may agree in its sole discretion), deliver to the Administrative Agent (or its custodian) originals of all such Certificates of Title or certificates of title or ownership for such Titled CollateralCollateral unless such originals are required to be kept with the Titled Collateral in which case copies shall be provided, with the Agent’s lien noted thereon or upon appropriate abstract of title or other documentation issued by a governmental authority. Notwithstanding the foregoing, if any Debtor owns any Collateral Ship on the date hereof that is registered in the State of Texas, within sixty (60) days following the date hereof (or such later time as the Agent may agree in its sole discretion), such Debtor shall file a notice of lien, or such other form reasonably necessary to record the security interest granted hereunder over such Collateral Ship, with the appropriate Texas state authorities, and substantially concurrently with the registration of such Collateral Ship with any other Approved Jurisdiction, such Debtor shall execute, deliver and record a Collateral Ship Mortgage over such Collateral Ship in such jurisdiction and any other documents and other evidence listed in Exhibit E hereto, as applicable, in form and substance satisfactory to the Agent.
(iib) Upon the acquisition after the date hereof by any Grantor Debtor of any Titled Collateral, such Debtor shall promptly and in any event within five (5) Business Days of any such acquisition (or such later time as the Agent may agree in its sole discretion), notify the Agent of such acquisition, set forth a description of such Titled Collateral (other than an item of Equipment to be acquired that is subject to and a purchase money security interest permitted by Section 7.02(a) good faith estimate of the Financing Agreement)current value of such Titled Collateral, such Grantor shall and if so requested by the Agent, promptly deliver to the Administrative Agent in accordance with the Financing Agreement, (or its custodian) originals of the Certificates of Title or certificates of title or 168776.01000/150917043v.5 ownership for such Titled Collateral, together with the manufacturer’s statement of origin, and an application duly executed by the appropriate Grantor Debtor to evidence the Administrative Agent’s Lien lien thereon.
(iiic) Notwithstanding the foregoing, if (i) any Debtor acquires any Collateral Ship, the Debtors agree to, concurrently with Delivery Date in respect of such Collateral Ship, execute and deliver the documents and other evidence listed in Exhibit E hereto, as applicable, in form and substance satisfactory to the Agent, and (ii) an AUV (or any other Collateral Ship) becomes capable of registration with an Approved Jurisdiction, register such AUV (or other Collateral Ship) in such Approved Jurisdiction and concurrently with such registration record a Collateral Ship Mortgage over such AUV.
(d) Each Grantor Debtor hereby appoints the Administrative Agent as its attorney-in-fact, effective the date hereof (but with the Agent’s powers as such attorney-in-fact as provided for in this paragraph only being exercisable after the occurrence and during the continuance of any Event of Default) and terminating upon the termination of this Agreement, for the purpose of, after the occurrence and during the continuance of an Event of Default, (Ai) executing on behalf of such Grantor the Debtor title or ownership applications for filing with appropriate state agencies governmental authority to enable Titled Collateral now owned or hereafter acquired by the Debtor to be retitled and amended to reflect the Administrative Agent listed as lienholder thereof, (Bii) filing such applications with such state agenciesgovernmental authority, and (Ciii) executing such other documents and instruments on behalf of, and taking such other action in the name of, such Grantor Debtor as the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof of this Section 7 (including, without limitation, for the purpose of creating in favor of the Administrative Agent a perfected Lien lien on such Titled Collateral and exercising the rights and remedies of the Administrative Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable which shall remain in effect during the continuance of any Event of Default until all Agent has confirmed in writing that such Event of the Obligations are paid in full after all Commitments have Default has been terminatedcured or waived.
(ive) With respect to motor vehicles, any certificates Certificates of title Title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby.
(vf) So long as no Event of Default shall have occurred and be continuing, upon the request of any GrantorAs used herein, the Administrative Agent shall execute and deliver term “Titled Collateral” means all Collateral for which the title to such Grantor such instruments as such Grantor shall reasonably request to remove the notation Collateral is governed by a Certificate of the Administrative Agent as lienholder on any Title or certificate of title for any Titled Collateral; provided that any such instruments shall be deliveredownership, including, without limitation, all motor vehicles (including, without limitation, all trucks, trailers, tractors, service vehicles, automobiles and other mobile equipment) and all ships and vessels (including without limitation the Collateral Ships), and similar equipment for which the release effectivetitle to such motor vehicles, only upon receipt ships, vessels, and other similar equipment is governed by the Administrative Agent a Certificate of a Title or certificate from such Grantor, stating that such Titled Collateral, the Lien on which is to be released, is to be sold or has suffered a casualty loss (with title thereto passing to the casualty insurance company therefor in settlement of the claim for such loss), the amount that such Grantor will receive as sale proceeds or insurance proceeds and whether or not such sale proceeds or insurance proceeds are required by Section 2.05 of the Financing Agreement to be paid to the Administrative Agent to be applied to the Obligations and, to the extent required by Section 2.05 of the Financing Agreement, any proceeds of such sale or casualty loss shall be paid to the Administrative Agent hereunder to be applied to the Obligations then outstandingownership.
Appears in 1 contract
Samples: Pledge and Security Agreement (Nauticus Robotics, Inc.)
Titled Collateral. (a) Each Debtor shall (i) Each Grantor shall (a) cause all Collateral Collateral, now owned or hereafter acquired by any Grantorsuch Debtor, which under applicable law are required to be registered, to be properly registered as required by applicable law in the name of such Grantorthe Debtor, (bii) cause all Collateral now owned or hereafter acquired by any Grantor, the ownership of which under applicable law, is evidenced by a certificate of title or ownership (referred to herein as “Titled Collateral”), to be properly titled in the name of such GrantorDebtor, and if requested by the Agent, with the Administrative Agent’s Lien lien noted thereon and (ciii) if reasonably requested by the Agent, promptly, and in any event within five (5) Business Days of Agent’s reasonable request therefor (or such later time as the Agent may agree in its sole discretion), deliver to the Administrative Agent (or its custodian) originals of all such Certificates of Title or certificates of title or ownership for such Titled CollateralCollateral unless such originals are required to be kept with the Titled Collateral in which case copies shall be provided, with the Agent’s lien noted thereon or upon appropriate abstract of title or other documentation issued by a governmental authority. Notwithstanding the foregoing, if any Debtor owns any Collateral Ship on the date hereof that is registered in the State of Texas, within sixty (60) days following the date hereof (or such later time as the Agent may agree in its sole discretion), such Debtor shall file a notice of lien, or such other form reasonably necessary to record the security interest granted hereunder over such Collateral Ship, with the appropriate Texas state authorities, and substantially concurrently with the registration of such Collateral Ship with any other Approved Jurisdiction, such Debtor shall execute, deliver and record a Collateral Ship Mortgage over such Collateral Ship in such jurisdiction and any other documents and other evidence listed in Exhibit E hereto, as applicable, in form and substance satisfactory to the Agent.
(iib) Upon the acquisition after the date hereof by any Grantor Debtor of any Titled Collateral, such Debtor shall promptly and in any event within five (5) Business Days of any such acquisition (or such later time as the Agent may agree in its sole discretion), notify the Agent of such acquisition, set forth a description of such Titled Collateral (other than an item of Equipment to be acquired that is subject to and a purchase money security interest permitted by Section 7.02(a) good faith estimate of the Financing Agreement)current value of such Titled Collateral, such Grantor shall and if so requested by the Agent, promptly deliver to the Administrative Agent in accordance with the Financing Agreement, (or its custodian) originals of the Certificates of Title or certificates of title or ownership for such Titled Collateral, together with the manufacturer’s statement of origin, and an application duly executed by the appropriate Grantor Debtor to evidence the Administrative Agent’s Lien lien thereon.
(iiic) Notwithstanding the foregoing, if (i) any Debtor acquires any Collateral Ship, the Debtors agree to, concurrently with Delivery Date in respect of such Collateral Ship, execute and deliver the documents and other evidence listed in Exhibit E hereto, as applicable, in form and substance satisfactory to the Agent, and (ii) an AUV (or any other Collateral Ship) becomes capable of registration with an Approved Jurisdiction, register such AUV (or other Collateral Ship) in such Approved Jurisdiction and concurrently with such registration record a Collateral Ship Mortgage over such AUV.
(d) Each Grantor Debtor hereby appoints the Administrative Agent as its attorney-in-fact, effective the date hereof (but with the Agent’s powers as such attorney-in-fact as provided for in this paragraph only being exercisable after the occurrence and during the continuance of any Event of Default) and terminating upon the termination of this Agreement, for the purpose of, after the occurrence and during the continuance of an Event of Default, (Ai) executing on behalf of such Grantor the Debtor title or ownership applications for filing with appropriate state agencies governmental authority to enable Titled Collateral now owned or hereafter acquired by the Debtor to be retitled and amended to reflect the Administrative Agent listed as lienholder thereof, (Bii) filing such applications with such state agenciesgovernmental authority, and (Ciii) executing such other documents and instruments on behalf of, and taking such other action in the name of, such Grantor Debtor as the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof of this Section 7 (including, without limitation, for the purpose of creating in favor of the Administrative Agent a perfected Lien lien on such Titled Collateral and exercising the rights and remedies of the Administrative Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable which shall remain in effect during the continuance of any Event of Default until all Agent has confirmed in writing that such Event of the Obligations are paid in full after all Commitments have Default has been terminatedcured or waived.
(ive) With respect to motor vehicles, any certificates Certificates of title Title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby.
(vf) So long as no Event of Default shall have occurred and be continuing, upon the request of any GrantorAs used herein, the Administrative Agent shall execute and deliver term “Titled Collateral” means all Collateral for which the title to such Grantor such instruments as such Grantor shall reasonably request to remove the notation Collateral is governed by a Certificate of the Administrative Agent as lienholder on any Title or certificate of title for any Titled Collateral; provided that any such instruments shall be deliveredownership, including, without limitation, all motor vehicles (including, without limitation, all trucks, trailers, tractors, service vehicles, automobiles and other mobile equipment) and all ships and vessels (including without limitation the Collateral Ships), and similar equipment for which the release effectivetitle to such motor vehicles, only upon receipt ships, vessels, and other similar equipment is governed by the Administrative Agent a Certificate of a Title or certificate from such Grantor, stating that such Titled Collateral, the Lien on which is to be released, is to be sold or has suffered a casualty loss (with title thereto passing to the casualty insurance company therefor in settlement of the claim for such loss), the amount that such Grantor will receive as sale proceeds or insurance proceeds and whether or not such sale proceeds or insurance proceeds are required by Section 2.05 of the Financing Agreement to be paid to the Administrative Agent to be applied to the Obligations and, to the extent required by Section 2.05 of the Financing Agreement, any proceeds of such sale or casualty loss shall be paid to the Administrative Agent hereunder to be applied to the Obligations then outstandingownership.
Appears in 1 contract
Samples: Pledge and Security Agreement (Nauticus Robotics, Inc.)
Titled Collateral. (a) Each Debtor shall (i) Each Grantor shall (a) cause all Collateral Collateral, now owned or hereafter acquired by any Grantorsuch Debtor, which under applicable law are required to be registered, to be properly registered as required by applicable law in the name of such Grantorthe Debtor, (bii) cause all Collateral now owned or hereafter acquired by any Grantor, the ownership of which under applicable law, is evidenced by a certificate of title or ownership (referred to herein as “Titled Collateral”), to be properly titled in the name of such GrantorDebtor, and if requested by the Agent, with the Administrative Agent’s Lien lien noted thereon and (ciii) if reasonably requested by the Agent, promptly, and in any event within five (5) Business Days of Agent’s reasonable request therefor (or such later time as the Agent may agree in its sole discretion), deliver to the Administrative Agent (or its custodian) originals of all such Certificates of Title or certificates of title or ownership for such Titled CollateralCollateral unless such originals are required to be kept with the Titled Collateral in which case copies shall be provided, with the Agent’s lien noted thereon or upon appropriate abstract of title or other documentation issued by a governmental authority. Notwithstanding the foregoing, if any Debtor owns any Collateral Ship on the date hereof that is registered in the State of Texas, within ten (10) days following the date hereof, such Debtor shall file a notice of lien, or such other form reasonably necessary to record the security interest granted hereunder over such Collateral Ship, with the appropriate Texas state authorities, and substantially concurrently with the registration of such Collateral Ship with any other Approved Jurisdiction, such Debtor shall execute, deliver and record a Collateral Ship Mortgage over such Collateral Ship in such jurisdiction and any other documents and other evidence listed in Exhibit E hereto, as applicable, in form and substance satisfactory to the Agent.
(iib) Upon the acquisition after the date hereof by any Grantor Debtor of any Titled Collateral, such Debtor shall promptly and in any event within five (5) Business Days of any such acquisition (or such later time as the Agent may agree in its sole discretion), notify the Agent of such acquisition, set forth a description of such Titled Collateral (other than an item of Equipment to be acquired that is subject to and a purchase money security interest permitted by Section 7.02(a) good faith estimate of the Financing Agreement)current value of such Titled Collateral, such Grantor shall and if so requested by the Agent, promptly deliver to the Administrative Agent in accordance with the Financing Agreement, (or its custodian) originals of the Certificates of Title or certificates of title or ownership for such Titled Collateral, together with the manufacturer’s statement of origin, and an application duly executed by the appropriate Grantor Debtor to evidence the Administrative Agent’s Lien lien thereon.
(iiic) Notwithstanding the foregoing, if (i) any Debtor acquires any Collateral Ship, the Debtors agree to, concurrently with Delivery Date in respect of such Collateral Ship, execute and deliver the documents and other evidence listed in Exhibit E hereto, as applicable, in form and substance satisfactory to the Agent, and (ii) an AUV (or any other Collateral Ship) becomes capable of registration with an Approved Jurisdiction, register such AUV (or other Collateral Ship) in such Approved Jurisdiction and concurrently with such registration record a Collateral Ship Mortgage over such AUV.
(d) Each Grantor Debtor hereby appoints the Administrative Agent as its attorney-in-fact, effective the date hereof (but with the Agent’s powers as such attorney-in-fact as provided for in this paragraph only being exercisable after the occurrence and during the continuance of any Event of Default) and terminating upon the termination of this Agreement, for the purpose of, after the occurrence and during the continuance of an Event of Default, (Ai) executing on behalf of such Grantor the Debtor title or ownership applications for filing with appropriate state agencies governmental authority to enable Titled Collateral now owned or hereafter acquired by the Debtor to be retitled and amended to reflect the Administrative Agent listed as lienholder thereof, (Bii) filing such applications with such state agenciesgovernmental authority, and (Ciii) executing such other documents and instruments on behalf of, and taking such other action in the name of, such Grantor Debtor as the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof of this Section 7 (including, without limitation, for the purpose of creating in favor of the Administrative Agent a perfected Lien lien on such Titled Collateral and exercising the rights and remedies of the Administrative Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable which shall remain in effect during the continuance of any Event of Default until all Agent has confirmed in writing that such Event of the Obligations are paid in full after all Commitments have Default has been terminatedcured or waived.
(ive) With respect to motor vehicles, any certificates Certificates of title Title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby.
(vf) So long as no Event of Default shall have occurred and be continuing, upon the request of any GrantorAs used herein, the Administrative Agent shall execute and deliver term “Titled Collateral” means all Collateral for which the title to such Grantor such instruments as such Grantor shall reasonably request to remove the notation Collateral is governed by a Certificate of the Administrative Agent as lienholder on any Title or certificate of title for any Titled Collateral; provided that any such instruments shall be deliveredownership, including, without limitation, all motor vehicles (including, without limitation, all trucks, trailers, tractors, service vehicles, automobiles and other mobile equipment) and all ships and vessels (including without limitation the Collateral Ships), and similar equipment for which the release effectivetitle to such motor vehicles, only upon receipt ships, vessels, and other similar equipment is governed by the Administrative Agent a Certificate of a Title or certificate from such Grantor, stating that such Titled Collateral, the Lien on which is to be released, is to be sold or has suffered a casualty loss (with title thereto passing to the casualty insurance company therefor in settlement of the claim for such loss), the amount that such Grantor will receive as sale proceeds or insurance proceeds and whether or not such sale proceeds or insurance proceeds are required by Section 2.05 of the Financing Agreement to be paid to the Administrative Agent to be applied to the Obligations and, to the extent required by Section 2.05 of the Financing Agreement, any proceeds of such sale or casualty loss shall be paid to the Administrative Agent hereunder to be applied to the Obligations then outstandingownership.
Appears in 1 contract
Samples: Pledge and Security Agreement (Nauticus Robotics, Inc.)
Titled Collateral. (i) Each Grantor shall (aA) cause all Collateral Collateral, now owned or hereafter acquired by any such Grantor, which under applicable law are required to be registered, to be properly registered in the name of such Grantor, (bB) cause all Titled Collateral now owned or hereafter acquired by any Grantor, the ownership of which under applicable law, is evidenced by a certificate of title or ownership (referred to herein as “Titled Collateral”), to be properly titled in the name of such Grantor, and if requested by the Agent, with the Administrative Agent’s 's Lien noted thereon thereon, and (cC) if requested by the Agent, promptly deliver to the Administrative Agent (or its custodian, nominee or other designee) originals of all such Certificates of Title or certificates of title or ownership for such Titled Collateral, with the Agent's Lien noted thereon.
(ii) Upon the acquisition after the date hereof by any Grantor of any Titled Collateral (other than an item of Equipment to be acquired that is subject to a purchase money security interest permitted by Section 7.02(a) of the Financing Agreement)Collateral, such Grantor shall immediately notify the Agent of such acquisition, set forth a description of such Titled Collateral acquired and a good faith estimate of the current value of such Titled Collateral, and if so requested by the Agent, immediately deliver to the Administrative Agent in accordance with the Financing Agreement(or its custodian, nominee or other designee) originals of the Certificates of Title or certificates of title or ownership for such Titled Collateral, together with the manufacturer’s 's statement of origin, and an application duly executed by the appropriate such Grantor to evidence the Administrative Agent’s 's Lien thereon.
(iii) Each Grantor hereby appoints the Administrative Agent (and each of its custodians, nominees and other designees) as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of, after the occurrence and during the continuance of an Event of Default, (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate state agencies to enable Titled Collateral now owned or hereafter acquired by such Grantor to be retitled and the Administrative Agent listed as lienholder thereof, (B) filing such applications with such state agencies, and (C) executing such other documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Administrative Agent (or its custodian, nominee or other designee) may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Administrative Agent a perfected Lien on such Titled Collateral and exercising the rights and remedies of the Administrative Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until the date on which all of the Secured Obligations are have been indefeasibly paid in full in cash after all Commitments have been terminatedthe termination of each Lender's Commitment and each of the Loan Documents.
(iv) With respect to motor vehicles, any certificates of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby.
(v) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Administrative Agent (or its custodian, nominee or other designee) shall execute and deliver to such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Administrative Agent as lienholder on any Certificate of Title or certificate of title ownership for any Titled Collateral; provided that any such instruments shall be delivered, and the release effective, only upon receipt by the Administrative Agent of a certificate from such Grantor, Grantor stating that such the Titled Collateral, the Lien on which is to be released, is to be sold in accordance with the terms of the Credit Agreement or has suffered a casualty loss (with title thereto passing to the casualty insurance company therefor in settlement of the claim for such loss), the amount that such Grantor will receive as sale proceeds or insurance proceeds and whether or not such sale proceeds or insurance proceeds are required by Section 2.05 of the Financing Credit Agreement to be paid to the Administrative Agent to be applied to the Secured Obligations and, to the extent required by Section 2.05 of the Financing Credit Agreement, any proceeds of such sale or casualty loss shall be paid to the Administrative Agent hereunder to be applied to the Secured Obligations then outstandingin accordance with the terms of the Credit Agreement.
Appears in 1 contract
Titled Collateral. (i) Each Grantor shall (a) cause all Collateral Collateral, now owned or hereafter acquired by any Grantor, which under applicable law are required to be registered, to be properly registered in the name of such Grantor, (b) cause all Titled Collateral now owned or hereafter acquired by any Grantor, the ownership of which under applicable law, is evidenced by a certificate of title or ownership (referred to herein as “Titled Collateral”), to be properly titled in the name of such GrantorGrantor and, to the extent such Titled Collateral has a book value in excess of $10,000, with the Administrative Collateral Agent’s 's Lien noted thereon and (c) if requested by the Collateral Agent, promptly deliver to the Administrative Collateral Agent (or its custodian) originals of all such Certificates of Title or certificates of title or ownership for such Titled Collateral.
(ii) Upon the acquisition after the date hereof by any Grantor of any Titled Collateral (other than an item of Equipment to be acquired that is subject to a purchase money security interest permitted by Section 7.02(a) of the Financing Agreement), such Grantor shall deliver to the Administrative Agent in accordance with the Financing Agreement, originals of the certificates of title or ownership for such Titled Collateral, together with the manufacturer’s statement of originCollateral Agent's Lien noted thereon, and an application duly executed take such other actions as may be reasonably required by the appropriate Grantor to evidence the Administrative Collateral Agent’s Lien thereon.
(iii) . Each Grantor hereby appoints the Administrative Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of, after the occurrence and during the continuance of an Event of Default, (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate state agencies Governmental Authority to enable Titled Collateral now owned or hereafter acquired by such Grantor to be retitled and the Administrative Collateral Agent listed as lienholder thereof, (B) filing such applications with such state agenciesGovernmental Authority, and (C) executing such other documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Administrative Collateral Agent may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, for the purpose of creating in favor of the Administrative Collateral Agent a perfected Lien on such Titled Collateral and exercising the rights and remedies of the Administrative Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until the date on which all of the Secured Obligations are have been indefeasibly paid in full in cash after all Commitments have been terminated.
(iv) With respect to motor vehicles, any certificates the termination of title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby.
(v) So long as no Event of Default shall have occurred Lender's Commitment and be continuing, upon the request of any Grantor, the Administrative Agent shall execute and deliver to such Grantor such instruments as such Grantor shall reasonably request to remove the notation each of the Administrative Agent as lienholder on any certificate of title for any Titled Collateral; provided that any such instruments shall be delivered, and the release effective, only upon receipt by the Administrative Agent of a certificate from such Grantor, stating that such Titled Collateral, the Lien on which is to be released, is to be sold or has suffered a casualty loss (with title thereto passing to the casualty insurance company therefor in settlement of the claim for such loss), the amount that such Grantor will receive as sale proceeds or insurance proceeds and whether or not such sale proceeds or insurance proceeds are required by Section 2.05 of the Financing Agreement to be paid to the Administrative Agent to be applied to the Obligations and, to the extent required by Section 2.05 of the Financing Agreement, any proceeds of such sale or casualty loss shall be paid to the Administrative Agent hereunder to be applied to the Obligations then outstandingLoan Documents.
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Titled Collateral. (i) Each Grantor shall (a) cause all Collateral Collateral, now owned or hereafter acquired by any Grantor, which under applicable law are required to be registered, to be properly registered in the name of such Grantor, (b) cause all Collateral now owned or hereafter acquired by any Grantor, the ownership of which under applicable law, is evidenced by a certificate of title or ownership (referred to herein as “Titled Collateral”), to be properly titled in the name of such Grantor, and if requested by the Collateral Agent, with the Administrative Collateral Agent’s 's Lien noted thereon and (c) if requested by the Collateral Agent, promptly deliver to the Administrative Collateral Agent (or its custodian) originals of all such Certificates of Title or certificates of title or ownership for such Titled Collateral, with the Collateral Agent's Lien noted thereon.
(ii) Upon the acquisition after the date hereof by any Grantor of any Titled Collateral (other than an item of Equipment to be acquired that is subject to a purchase money security interest permitted by Section 7.02(a) of that constitutes a Permitted Lien under the Financing Agreement), such Grantor shall promptly notify the Collateral Agent of such acquisition, set forth a description of such Titled Collateral acquired and a good faith estimate of the current value of such Titled Collateral, and if so requested by the Collateral Agent, immediately deliver to the Administrative Collateral Agent in accordance with the Financing Agreement, (or its custodian) originals of the Certificates of Title or certificates of title or ownership for such Titled Collateral, together with the manufacturer’s 's statement of origin, and an application duly executed by the appropriate Grantor to evidence the Administrative Collateral Agent’s 's Lien thereon.
(iii) Each Grantor hereby appoints the Administrative Collateral Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of, after the occurrence and during the continuance of an Event of Default, (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate state agencies Governmental Authority to enable Titled Collateral now owned or hereafter acquired by such Grantor to be retitled and amended to reflect the Administrative Collateral Agent listed as lienholder thereof, (B) filing such applications with such state agenciesGovernmental Authority, and (C) executing such other documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Administrative Collateral Agent may deem necessary or advisable to accomplish the purposes hereof of this Section 6(h) (including, without limitation, for the purpose of creating in favor of the Administrative Collateral Agent a perfected Lien on such Titled Collateral and exercising the rights and remedies of the Administrative Collateral Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are paid in full after all Commitments have been terminatedTermination Date.
(iv) With respect to motor vehicles, any certificates Certificates of title Title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby.
(v) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Administrative Collateral Agent shall execute and deliver to such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Administrative Collateral Agent as lienholder on any Certificate of Title or certificate of title ownership for any Titled Collateral; provided that any such instruments shall be delivered, and the release shall be effective, only upon receipt by the Administrative Collateral Agent of a certificate from such Grantor, stating that such the Titled Collateral, the Lien on which is to be released, is to be sold in accordance with the terms of the Financing Agreement or has suffered a casualty loss (with title thereto passing to the casualty insurance company therefor in settlement of the claim for such loss), the amount that such Grantor will receive as sale proceeds or insurance proceeds and whether or not such sale proceeds or insurance proceeds are required by Section 2.05 of the Financing Agreement to be paid to the Administrative Collateral Agent to be applied to the Secured Obligations and, to the extent required by Section 2.05 of the Financing Agreement, any proceeds of such sale or casualty loss shall be paid to the Administrative Collateral Agent hereunder to be applied to the Secured Obligations then outstandingin accordance with the terms of the Financing Agreement.
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Titled Collateral. (i) Each Grantor shall (a) cause all Collateral Collateral, now owned or hereafter acquired by any Grantor, which under applicable law are required to be registered, to be properly registered in the name of such Grantor, (b) cause all Collateral now owned or hereafter acquired by any Grantor, the ownership of which under applicable law, is evidenced by a certificate of title or ownership (referred to herein as “Titled Collateral”), to be properly titled in the name of such Grantor, and if requested by the Agent, with the Administrative Agent’s 's Lien noted thereon and (c) if requested by the Agent, promptly deliver to the Administrative Agent (or its custodian) originals of all such Certificates of Title or certificates of title or ownership for such Titled Collateral, with the Agent's Lien noted thereon.
(ii) Upon the acquisition after the date hereof by any Grantor of any Titled Collateral (other than an item of Equipment to be acquired that is subject to a purchase money security interest permitted by Section 7.02(a) of that constitutes a Permitted Lien under the Financing Loan Agreement), such Grantor shall immediately notify the Agent of such acquisition, set forth a description of such Titled Collateral acquired and a good faith estimate of the current value of such Titled Collateral, and if so requested by the Agent, immediately deliver to the Administrative Agent in accordance with the Financing Agreement, (or its custodian) originals of the Certificates of Title or certificates of title or ownership for such Titled Collateral, together with the manufacturer’s 's statement of origin, and an application duly executed by the appropriate Grantor to evidence the Administrative Agent’s Lien thereon.
(iii) Each Grantor hereby appoints the Administrative Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of, after the occurrence and during the continuance of an Event of Default, (A) executing on behalf of such Grantor title or ownership applications for filing with appropriate state agencies Governmental Authority to enable Titled Collateral now owned or hereafter acquired by such Grantor to be retitled and amended to reflect the Administrative Agent listed as lienholder thereof, (B) filing such applications with such state agenciesGovernmental Authority, and (C) executing such other documents and instruments on behalf of, and taking such other action in the name of, such Grantor as the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof of this Section 5(e) (including, without limitation, for the purpose of creating in favor of the Administrative Agent a perfected Lien on such Titled Collateral and exercising the rights and remedies of the Administrative Agent hereunder). This appointment as attorney-in-fact is coupled with an interest and is irrevocable until all of the Obligations are paid in full after all Commitments have been terminatedTermination Date.
(iv) With respect to motor vehicles, any certificates Certificates of title Title or ownership delivered pursuant to the terms hereof shall be accompanied by odometer statements for each motor vehicle covered thereby.
(v) So long as no Event of Default shall have occurred and be continuing, upon the request of any Grantor, the Administrative Agent shall execute and deliver to such Grantor such instruments as such Grantor shall reasonably request to remove the notation of the Administrative Agent as lienholder on any Certificate of Title or certificate of title ownership for any Titled Collateral; provided that any such instruments shall be delivered, and the release shall be effective, only upon receipt by the Administrative Agent of a certificate from such Grantor, stating that such the Titled Collateral, the Lien on which is to be released, is to be sold in accordance with the terms of the Loan Agreement or has suffered a casualty loss (with title thereto passing to the casualty insurance company therefor in settlement of the claim for such loss), the amount that such Grantor will receive as sale proceeds or insurance proceeds and whether or not such sale proceeds or insurance proceeds are required by Section 2.05 of the Financing Loan Agreement to be paid to the Administrative Agent to be applied to the Secured Obligations and, to the extent required by Section 2.05 of the Financing Loan Agreement, any proceeds of such sale or casualty loss shall be paid to the Administrative Agent hereunder to be applied to the Secured Obligations then outstandingin accordance with the terms of the Loan Agreement.
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