Titled Equipment. (a) each Grantor shall complete, on or prior to the date that is 60 days following the Closing Date (or such later date as the Agent agrees in its sole discretion), all actions necessary in order to perfect the security interest of the Secured Parties in any Titled Equipment owned by a Grantor on the Closing Date, including (i) cause to be delivered to the applicable Governmental Authority a duly completed application, pay any applicable fees and take any other actions necessary in order to cause the certificate of title for such Titled Equipment at all times to be registered with the applicable Governmental Authority showing “Credit Suisse AG, Cayman Islands Branch, as Agent” as first lienholder thereon in the manner prescribed in the applicable jurisdiction (and Credit Suisse AG, Cayman Islands Branch in such capacity shall be the only first lienholder so registered), (ii) if necessary to perfect in any jurisdiction, cause the Lien of Agent to be identified on a notice of lien or other filing made in the appropriate filing office in the applicable jurisdiction and pay all applicable fees in connection therewith, (iii) provide Agent evidence reasonably satisfactory to it of the taking of the actions referred to in the preceding clauses (i) and (ii), and (iv) deliver the certificates of title for such Titled Equipment to Agent. Promptly following the receipt by any Grantor of any document evidencing official notification from the applicable Governmental Authority of the perfection of the security interest in any Titled Equipment (and in any event within five (5) Business Days thereof), such Grantor shall deliver such notification to Agent; provided, that no Grantor shall be required to take the actions described in this Section 4.07 in respect of Titled Equipment to the extent the fair market value of such Titled Equipment for which any such actions are not taken is less than $150,000.
Appears in 1 contract
Samples: Pledge and Security Agreement (Concrete Pumping Holdings, Inc.)
Titled Equipment. (a) each Grantor To the extent no Lease Default or Lease Event of Default shall complete, on or prior have occurred and be continuing and subject in all cases to the date that is 60 days following Collateral Agency Agreement, Lessor hereby agrees to permit registration and titling of all Units constituting motor vehicles subject to state titling statutes to be registered and titled in the Closing Date (name of "Coca-Cola Bottling Co. Consolidated" or such later date similar name as required by the applicable government entity issuing such registration and/or certificate of title and to permit all such registrations to be retained by Lessee and all such certificates of title to be retained by the Agent; provided, Lessee shall cause all such registrations and certificates of title to specify the Agent as the Agent agrees in its sole discretion)lienholder with respect to each Unit, as applicable. Lessee shall cause all actions necessary in order to perfect the security interest such certificates of the Secured Parties in any Titled Equipment owned by a Grantor on the Closing Date, including (i) cause title to be delivered to the applicable Governmental Authority a duly completed applicationAgent at 100 Xxxxx Xxxxx Xxxxxx, pay 15th Floor, Charlotte, North Carolina 28255, Attention: Ms. Jxxxx London, or such other address as the Agent may specify from time to time. Notwithstanding the foregoing, Lessor and Lessee agree that the registration and titling of all Units referenced above in the name of "Coca-Cola Bottling Co. Consolidated" is merely for purposes of facilitating efficient record-keeping and administration with regard to such Units and is not intended to (and shall not) impair or otherwise negatively affect Lessor's full legal title to each and every such Unit. Lessee hereby irrevocably appoints Lessor, or any applicable fees Person or agent Lessor may designate, as Lessee's agent and take any other actions necessary Lessee's attorney-in-fact, at Lessee's cost and expense, for the sole and limited purpose of executing in order to cause the certificate name of title for such Titled Equipment at all times Lessor on behalf of Lessee or in the name of Lessee (as Lessor shall deem to be registered necessary or appropriate) any and all documents regarding the registration and/or titling (including without limitation any transfer of any such registration and/or titling) of all Units referenced above. The foregoing appointment of Lessor as agent and attorney-in-fact for Lessee (a) is a power coupled with the applicable Governmental Authority showing “Credit Suisse AG, Cayman Islands Branch, as Agent” as first lienholder thereon in the manner prescribed in the applicable jurisdiction (an interest and Credit Suisse AG, Cayman Islands Branch in such capacity shall be the only first lienholder so registered), (ii) if necessary to perfect in any jurisdiction, cause the Lien of Agent to be identified on a notice of lien or other filing made in the appropriate filing office in the applicable jurisdiction and pay all applicable fees in connection therewith, (iii) provide Agent evidence reasonably satisfactory to it of the taking of the actions referred to in the preceding clauses (i) is irrevocable and (ii), and (ivb) deliver shall automatically be extinguished without further action upon the certificates date 90 days after the expiration or earlier termination of title for such Titled Equipment to Agent. Promptly following the receipt by any Grantor of any document evidencing official notification from the applicable Governmental Authority of the perfection of the security interest in any Titled Equipment (and in any event within five (5) Business Days thereof), such Grantor shall deliver such notification to Agent; provided, that no Grantor shall be required to take the actions described in this Section 4.07 in respect of Titled Equipment to the extent the fair market value of such Titled Equipment for which any such actions are not taken is less than $150,000Lease.
Appears in 1 contract
Samples: Master Equipment Lease Agreement (Coca Cola Bottling Co Consolidated /De/)
Titled Equipment. (ai) each Each Grantor shall complete, on or prior to the date that is 60 sixty (60) days following the Closing Date (or such later date as the Agent agrees in its sole discretion), all actions necessary in order to perfect the security interest of the Agent, on behalf of the Secured Parties Parties, in any Titled Equipment owned by a Grantor on the Closing Date, including (iA) cause to be delivered to the applicable Governmental Authority a duly completed application, pay any applicable fees and take any other actions necessary in order to cause the certificate of title for such Titled Equipment at all times to be registered with the applicable Governmental Authority showing “Credit Suisse AGXxxxx Fargo Bank, Cayman Islands BranchNational Association, as Agent” as first second lienholder thereon in the manner prescribed in the applicable jurisdiction (and Credit Suisse AGXxxxx Fargo Bank, Cayman Islands Branch National Association, as Agent, in such capacity shall be the only first second lienholder so registered), (iiB) if necessary to perfect in any jurisdiction, cause the Lien of Agent to be identified on a notice of lien or other filing made in the appropriate filing office in the applicable jurisdiction and pay all applicable fees in connection therewith, (iiiC) provide Agent evidence reasonably satisfactory to it of the taking of the actions referred to in the preceding clauses (iA) and (iiB), and (ivD) subject to the Intercreditor Agreement, deliver the certificates of title for such Titled Equipment to Agent. Promptly following the receipt by any Grantor of any document evidencing official notification from the applicable Governmental Authority of the perfection of the security interest in any Titled Equipment (and in any event within five (5) Business Days thereof), such Grantor shall deliver such notification to Agent; provided, that no Grantor shall be required to take the actions described in this Section 4.07 clause (n) in respect of Titled Equipment to the extent the fair market value of such Titled Equipment for which any such actions are not taken is less than $150,000.;
Appears in 1 contract
Samples: Patent Security Agreement
Titled Equipment. (ai) each Each Grantor shall complete, on or prior to the date that is 60 sixty (60) days following the Closing Date (or such later date as the Agent agrees in its sole discretion), all actions necessary in order to perfect the security interest of the Agent, on behalf of the Secured Parties Parties, in any Titled Equipment owned by a Grantor on the Closing Date, including (iA) cause to be delivered to the applicable Governmental Authority a duly completed application, pay any applicable fees and take any other actions necessary in order to cause the certificate of title for such Titled Equipment at all times to be registered with the applicable Governmental Authority showing “Credit Suisse AGWxxxx Fargo Bank, Cayman Islands BranchNational Association, as Agent” as first second lienholder thereon in the manner prescribed in the applicable jurisdiction (and Credit Suisse AGWxxxx Fargo Bank, Cayman Islands Branch National Association, as Agent, in such capacity shall be the only first second lienholder so registered), (iiB) if necessary to perfect in any jurisdiction, cause the Lien of Agent to be identified on a notice of lien or other filing made in the appropriate filing office in the applicable jurisdiction and pay all applicable fees in connection therewith, (iiiC) provide Agent evidence reasonably satisfactory to it of the taking of the actions referred to in the preceding clauses (iA) and (iiB), and (ivD) subject to the Intercreditor Agreement, deliver the certificates of title for such Titled Equipment to Agent. Promptly following the receipt by any Grantor of any document evidencing official notification from the applicable Governmental Authority of the perfection of the security interest in any Titled Equipment (and in any event within five (5) Business Days thereof), such Grantor shall deliver such notification to Agent; provided, that no Grantor shall be required to take the actions described in this Section 4.07 clause (n) in respect of Titled Equipment to the extent the fair market value of such Titled Equipment for which any such actions are not taken is less than $150,000.;
Appears in 1 contract
Samples: Patent Security Agreement (Concrete Pumping Holdings, Inc.)