Common use of Further Assurances and Collateral Matters Clause in Contracts

Further Assurances and Collateral Matters. (a) Further Assurance and Exceptions to Perfection. Parent will, and will cause each Subsidiary, other than an Insignificant Subsidiary, to, execute and deliver such further documentation and take such further action as may be requested by Agent to carry out the provisions and purposes of the Loan Documents and to create, preserve, and perfect the Liens of Agent for the benefit of itself and the Banks in the Collateral; provided that, prior to the occurrence of a Default, neither Parent nor any Subsidiary, nor an Insignificant Subsidiary at any time, shall be required to: (i) execute or have filed any UCC Financing Statement fixture filings necessary to perfect Agent's Lien on property at a location identified pursuant to the Parent Security Agreement or the Subsidiary Security Agreement as a "Contract Location" (herein a "Contract Location"); (ii) execute or deliver any waivers, subordinations or acknowledgments from any third parties who have possession or control of any Collateral; (iii) except as required by Section 7.1(g) of the Original Credit Agreement, obtain any landlord or mortgagee waivers or subordinations; (iv) deliver any certificates of title evidencing equipment of Parent or a Subsidiary, other than an Insignificant Subsidiary, with Agent's Lien noted thereon; or (v) grant Agent control over any deposit, security or commodity account. If a Default occurs, then Parent shall, and shall cause each Subsidiary, other than an Insignificant Subsidiary, to, take such action as Agent may request to perfect and protect the Liens of Agent in all the Collateral, including any or all of the actions described in clauses (i) through (v) of this Section 9.10(a). Notwithstanding the foregoing, if prior to the occurrence of a Default, the book value of the equipment (excluding vehicles) and fixtures located at a Contract Location exceeds One Hundred Thousand Dollars ($100,000.00), then Parent shall, or shall cause the applicable Subsidiary, other than an Insignificant Subsidiary, to, take all actions as Agent may request to perfect and protect the Liens of Agent in the equipment and fixtures held at such Contract Location. Parent shall promptly notify Agent if the book value of the equipment (excluding vehicles) and fixtures located at a Contract Location exceeds One Hundred Thousand Dollars ($100,000.00).

Further Assurances and Collateral Matters. (ai) Further Assurance and Exceptions to Perfection. The Parent will, and will cause each Subsidiary, other than an Insignificant Subsidiary, to, Company to execute and deliver such further documentation and take such further action as may be requested by the Agent to carry out the provisions and purposes of the Loan Documents loan Papers and to create, preserve, protect and perfect the Liens of Agent for the benefit of itself and the Banks in the Collateral; provided that, prior to the occurrence of a Default, neither Parent nor any Subsidiary, nor an Insignificant Subsidiary at any time, shall be required to: (i) execute or have filed any UCC Financing Statement fixture filings necessary to perfect Agent's Lien on property at a location identified pursuant to the Parent Security Agreement or the Subsidiary Security Agreement as a "Contract Location" (herein a "Contract Location");. (ii) execute or deliver At any waivers, subordinations or acknowledgments time and from any third parties who have possession or control time to time upon the written request of any Collateral;Bank, within 15 days after such request, Parent shall and shall cause each of the Subsidiaries to, ▇▇▇▇▇ ▇ ▇▇▇▇ to the Banks in all or any part of (A) the Vehicles and (B) to the extent permitted under applicable laws, the Operating Rights of Parent and the Subsidiaries, upon such terms as may be acceptable to the Banks, and will execute and deliver, and will cause the Subsidiaries to execute and deliver, to Agent and the Banks such documents, in form and substance satisfactory to Agent and its counsel and the Banks, as may be necessary or appropriate to evidence and provide for the same, including, without limitation, assignments of, and security agreements granting security interests in, all right, title and interest of Parent and each Subsidiary in all of the foregoing. Any Bank making any such request for Collateral shall promptly deliver a copy of such written request to Agent and the other Banks. (iii) except as required by Section 7.1(g) of the Original Credit AgreementUpon written request from Borrower, obtain any landlord or mortgagee waivers or subordinations; (iv) deliver any certificates of title evidencing equipment of Parent or a Subsidiary, other than an Insignificant Subsidiary, with Agent's Lien noted thereon; or (v) grant Agent control over any deposit, security or commodity account. If a Default occurs, then Parent shall, and shall cause each Subsidiary, other than an Insignificant Subsidiary, to, take such action as Agent may request from time to perfect and protect the Liens of Agent in all the Collateral, including any or all of the actions described in clauses (i) through (v) of this Section 9.10(a). Notwithstanding the foregoing, if prior to the occurrence of a Default, the book value of the equipment (excluding vehicles) and fixtures located at a Contract Location exceeds One Hundred Thousand Dollars ($100,000.00), then Parent shall, or shall cause the applicable Subsidiary, other than an Insignificant Subsidiary, totime, take all actions as Agent may request steps necessary to perfect and protect release the Liens Lien in favor of Agent and the Banks against any one or more Vehicles; PROVIDED, Agent shall not be obligated to release any such Lien unless (A) the Vehicle being released from the Lien is being sold or otherwise disposed in the equipment ordinary course of business and fixtures held at such Contract Location. Parent shall promptly notify Agent if for fair market value; (B) after giving effect to the book value Lien release, the outstanding amount of the equipment Obligations will not be greater than the product of eighty-five percent (excluding vehicles85%) multiplied by the aggregate Net Book Value of all the remaining Vehicles in which Agent has a first-priority, fully perfected Lien; and fixtures located at a Contract Location exceeds One Hundred Thousand Dollars ($100,000.00)C) immediately upon consummation of the sale or other disposal of the Vehicle on which the Lien was released, Borrower shall prepay the Loans in an amount equal to the Net Book Value of such Vehicle.