Common use of GRANTOR COVENANTS Clause in Contracts

GRANTOR COVENANTS. Until such time as all of the Secured Obligations have been paid in full and the Hedging Agreements have been terminated: (a) Grantor shall properly preserve, maintain and care for the Collateral; defend the Collateral against any adverse claims and demands; protect, diligently collect all accounts; and keep complete, current, and accurate Books and Records with respect to the Collateral and any proceeds or collections; (b) Grantor shall notify Collateral Agent in writing prior to any change in (i) Grantor's name, identity or business structure or (ii) the location(s) of (A) Grantor's place of business or Grantor's chief executive office if Grantor has more than one place of business, (B) Grantor’s state of organization, or (C) Grantor's Books and Records concerning any Collateral; (c) Grantor shall promptly notify Collateral Agent in writing of any event which affects the value of the Collateral, the ability of Grantor or Collateral Agent to dispose of the Collateral, or the rights and remedies of Collateral Agent in relation thereto, including, but not limited to, the levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise; (d) except for purchase money security interests related to normal trade credit and ▇▇▇▇▇ expressly permitted under the terms of this Master Security Agreement or the MCA, Grantor will not grant any security interest in any of the Collateral except to Collateral Agent, and will keep the Collateral free of all Liens, claims, security interests and encumbrances of any kind or nature except the security interest of Collateral Agent and such permitted Liens; (e) Grantor shall pay all costs necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect Collateral Agent’s security interest. Without waiving Grantor's default for failure to make any such payment, Collateral Agent at its option may pay any such costs and expenses, discharge encumbrances on the Collateral, and pay for insurance of the Collateral, and such payments shall be a part of the Secured Obligations and bear interest at the rate set out in the Secured Obligations. ▇▇▇▇▇▇▇ agrees to reimburse Collateral Agent on demand for any costs so incurred; (f) until Collateral Agent exercises its rights to make collection, Grantor will diligently collect all Collateral; (g) if any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or bill of lading, Grantor shall immediately deliver such document to Collateral Agent, together with any necessary endorsements; (h) Grantor will not sell, lease, agree to sell or lease, or otherwise dispose of any Collateral; and (i) Grantor will execute and deliver such additional documents as may be reasonably requested by Collateral Agent in connection with Collateral Agent's security interest in the Collateral, including all assignments, transfers, novations, and other documents required by Collateral Agent to transfer to Collateral Agent, all federal and state government program payments, rights to payment, accounts, general intangibles and benefits.

GRANTOR COVENANTS. Until such time as all of The Grantors covenant and agree with the Secured Obligations have been paid in full Parties that from and after the Hedging Agreements have been terminateddate of this Agreement and until termination of this Agreement pursuant to Section 21, the Grantors shall: (a) Grantor shall properly preservemaintain adequate books, maintain accounts and care for the Collateral; defend the Collateral against any adverse claims records and demands; protectprepare all financial statements required hereunder in accordance with generally accepted accounting principles and, diligently collect all accounts; and keep complete, currentonce per calendar year after reasonable notice, and accurate Books at any time after the occurrence and Records with respect during the continuance of an Event of Default, permit employees or agents of the Secured Parties at any reasonable time to inspect the Collateral properties of the Grantors and any proceeds to examine or collectionsaudit their books, accounts and records and make copies and memo- randa thereof; (b) Grantor maintai▇, ▇▇ shall notify Collateral Agent in writing prior cause the Servicer and each subservicer under the Lease Warehouse Facility to any change in (i) Grantor's namemaintain pursuant to the terms of the Servicing Agreement, identity or business structure or (ii) all records necessary for compliance with the location(sexception to withholding for portfolio interest under Section 871(h) of (A) Grantor's place of business or Grantor's chief executive office if Grantor has more than one place of business, (B) Grantor’s state of organization, or (C) Grantor's Books and Records concerning any Collateralthe Internal Revenue Code; (c) Grantor shall promptly notify Collateral Agent in writing of any event which affects furnish to the value of the CollateralSecured Parties such periodic, the ability of Grantor or Collateral Agent to dispose of the Collateralspecial, or other reports and information as reasonably requested by the rights and remedies of Collateral Agent in relation thereto, including, but not limited to, the levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwiseSecured Parties; (d) except for purchase money security interests related to normal trade credit maintain and ▇▇▇▇▇ expressly permitted under the terms keep in force in adequate amounts insurance with responsible and reputable companies or implement and maintain a reasonable program of this Master Security Agreement or the MCA, Grantor will not grant any security interest in any of the Collateral except to Collateral Agentself-insurance, and will keep accept no self-insurance risks which are substantially greater than those historically carried by the Collateral free of all Liens, claims, security interests and encumbrances of any kind or nature except the security interest of Collateral Agent and such permitted LiensGrantors; (e) pay or cause to be paid all insurance premiums with respect to the Insurance Policies and all charges and fees relating thereto; (f) not compromise, extend, release or adjust payments on any Leases or Receivables, except upon full payment thereof or as provided in the Servicing Agreement; provided, that any Grantor shall pay all costs necessary may, consistent with its present business practices and subject to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect Collateral Agent’s security interest. Without waiving Grantor's default for failure to make any such payment, Collateral Agent at its option may pay any such costs and expenses, discharge encumbrances on the Collateral, and pay for insurance of the Collateral, and such payments shall be a part rights of the Secured Obligations Parties from and bear interest at after an Event of Default, compromise, extend, release or adjust payments on, or otherwise take possession of an Automobile in respect of a delinquent Receivable or other past-due Receivable in an effort to maximize the rate set out collectibility thereof; (g) not transfer, sell or assign any Receivable or Lease to any Person other than III Finance, or deliver or permit delivery of any Lease to any Person other than III Finance or the Servicer prior to the repayment in full of the related Receivable, or deliver or permit delivery of any Title to any Person other than III Finance or the Servicer prior to the recovery in full of any residual value with respect to the related Automobile; (h) not grant, create, incur, permit or suffer to exist any Lien upon any Collateral except for the Liens granted to III Finance pursuant to the Lease Warehouse Facility, to the Secured Obligations. Parties to secure the Obligations hereunder, or to the Indenture Trustee in connection with the issuance by the Borrower of subordinated debentures; and (i) not change the location of their chief executive office and principal place of business from Newport Tower, 525 Washington Street, 29th Floo▇, ▇▇▇▇▇▇ agrees ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, (▇) ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇ (▇) ▇hange their identity or corporate structure to reimburse Collateral Agent on demand for such an extent that any costs so incurred; (f) until Collateral Agent exercises its rights to make collection, Grantor will diligently collect all Collateral; (g) if any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or bill of lading, Grantor shall immediately deliver such document to Collateral Agent, together with any necessary endorsements; (h) Grantor will not sell, lease, agree to sell or lease, or otherwise dispose of any Collateral; and (i) Grantor will execute and deliver such additional documents as may be reasonably requested by Collateral Agent financing statement filed in connection with Collateral Agent's security interest this Agreement would become seriously misleading, unless the Grantors shall have given the Secured Parties at least 30 days prior written notice thereof and prior to effecting any such change, taken such steps as the Secured Parties may deem necessary or desirable to continue the perfection and priority of the Liens in favor of the Collateral, including all assignments, transfers, novations, and other documents required by Collateral Agent to transfer to Collateral Agent, all federal and state government program payments, rights to payment, accounts, general intangibles and benefitsSecured Parties granted in connection herewith.

GRANTOR COVENANTS. Until such time as all of The Grantors covenant and agree with the Secured Obligations have been paid in full Parties that from and after the Hedging Agreements have been terminateddate of this Agreement and until termination of this Agreement pursuant to Section 21, the Grantors shall: (a) Grantor shall properly preservemaintain adequate books, maintain accounts and care for the Collateral; defend the Collateral against any adverse claims records and demands; protectprepare all financial statements required hereunder in accordance with generally accepted accounting principles and, diligently collect all accounts; and keep complete, currentonce per calendar year after reasonable notice, and accurate Books at any time after the occurrence and Records with respect during the continuance of an Event of Default, permit employees or agents of the Secured Parties at any reasonable time to inspect the Collateral properties of the Grantors and any proceeds to examine or collectionsaudit their books, accounts and records and make copies and memo- r▇▇▇▇ thereof; (b) Grantor maintain, or shall notify Collateral Agent in writing prior cause the Servicer and each subservicer under the Lease Warehouse Facility to any change in (i) Grantor's namemaintain pursuant to the terms of the Servicing Agreement, identity or business structure or (ii) all records necessary for compliance with the location(sexception to withholding for portfolio interest under Section 871(h) of (A) Grantor's place of business or Grantor's chief executive office if Grantor has more than one place of business, (B) Grantor’s state of organization, or (C) Grantor's Books and Records concerning any Collateralthe Internal Revenue Code; (c) Grantor shall promptly notify Collateral Agent in writing of any event which affects furnish to the value of the CollateralSecured Parties such periodic, the ability of Grantor or Collateral Agent to dispose of the Collateralspecial, or other reports and information as reasonably requested by the rights and remedies of Collateral Agent in relation thereto, including, but not limited to, the levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwiseSecured Parties; (d) except for purchase money security interests related to normal trade credit maintain and ▇▇▇▇▇ expressly permitted under the terms keep in force in adequate amounts insurance with responsible and reputable companies or implement and maintain a reasonable program of this Master Security Agreement or the MCA, Grantor will not grant any security interest in any of the Collateral except to Collateral Agentself-insurance, and will keep accept no self-insurance risks which are substantially greater than those historically carried by the Collateral free of all Liens, claims, security interests and encumbrances of any kind or nature except the security interest of Collateral Agent and such permitted LiensGrantors; (e) pay or cause to be paid all insurance premiums with respect to the Insurance Policies and all charges and fees relating thereto; (f) not compromise, extend, release or adjust payments on any Leases or Receivables, except upon full payment thereof or as provided in the Servicing Agreement; provided, that any Grantor shall pay all costs necessary may, consistent with its present business practices and subject to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect Collateral Agent’s security interest. Without waiving Grantor's default for failure to make any such payment, Collateral Agent at its option may pay any such costs and expenses, discharge encumbrances on the Collateral, and pay for insurance of the Collateral, and such payments shall be a part rights of the Secured Obligations Parties from and bear interest at after an Event of Default, compromise, extend, release or adjust payments on, or otherwise take possession of an Automobile in respect of a delinquent Receivable or other past-due Receivable in an effort to maximize the rate set out collectibility thereof; (g) not transfer, sell or assign any Receivable or Lease to any Person other than III Finance, or deliver or permit delivery of any Lease to any Person other than III Finance or the Servicer prior to the repayment in full of the related Receivable, or deliver or permit delivery of any Title to any Person other than III Finance or the Servicer prior to the recovery in full of any residual value with respect to the related Automobile; (h) not grant, create, incur, permit or suffer to exist any Lien upon any Collateral except for the Liens granted to III Finance pursuant to the Lease Warehouse Facility, to the Secured Obligations. Parties to secure the Obligations hereunder, or to the Indenture Trustee in connection with the issuance by the Borrower of subordinated debentures; and (i) not change the location of their chief executive office and principal place of business from Newport Tower, 5▇▇ ▇▇▇▇▇▇▇▇▇▇ agrees ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, (b) change their name or (c) change their identity or corporate structure to reimburse Collateral Agent on demand for such an extent that any costs so incurred; (f) until Collateral Agent exercises its rights to make collection, Grantor will diligently collect all Collateral; (g) if any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or bill of lading, Grantor shall immediately deliver such document to Collateral Agent, together with any necessary endorsements; (h) Grantor will not sell, lease, agree to sell or lease, or otherwise dispose of any Collateral; and (i) Grantor will execute and deliver such additional documents as may be reasonably requested by Collateral Agent financing statement filed in connection with Collateral Agent's security interest this Agreement would become seriously misleading, unless the Grantors shall have given the Secured Parties at least 30 days prior written notice thereof and prior to effecting any such change, taken such steps as the Secured Parties may deem necessary or desirable to continue the perfection and priority of the Liens in favor of the Collateral, including all assignments, transfers, novations, and other documents required by Collateral Agent to transfer to Collateral Agent, all federal and state government program payments, rights to payment, accounts, general intangibles and benefitsSecured Parties granted in connection herewith.

GRANTOR COVENANTS. Until such time as all of the Secured Obligations have been paid in full and the Hedging Agreements have been terminated: (a) : Grantor shall properly preserve, maintain and care for the Collateral; defend the Collateral against any adverse claims and demands; protect, diligently collect all accounts; and keep complete, current, and accurate Books and Records with respect to the Collateral and any proceeds or collections; (b) ; Grantor shall notify Collateral Agent in writing prior to any change in (i) Grantor's ’s name, identity or business structure or (ii) the location(s) of (A) Grantor's ’s place of business or Grantor's ’s chief executive office if Grantor has more than one place of business, (B) Grantor’s state of organization, or (C) Grantor's ’s Books and Records concerning any Collateral; (c) ; Grantor shall promptly notify Collateral Agent in writing of any event which affects the value of the Collateral, the ability of Grantor or Collateral Agent to dispose of the Collateral, or the rights and remedies of Collateral Agent in relation thereto, including, but not limited to, the levy of any legal process against any Collateral and the adoption of any marketing order, arrangement or procedure affecting the Collateral, whether governmental or otherwise; (d) ; except for purchase money security interests related to normal trade credit and ▇▇▇▇▇ Liens expressly permitted under the terms of this Master Intellectual Property License Security Agreement or the MCA, Grantor will not grant any security interest in any of the Collateral except to Collateral Agent, and will keep the Collateral free of all Liens, claims, security interests and encumbrances of any kind or nature except the security interest of Collateral Agent and such permitted Liens; (e) ; Grantor shall pay all costs necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, rent, storage costs and expenses of sales, and any costs to perfect Collateral Agent’s security interest. Without waiving Grantor's ’s default for failure to make any such payment, Collateral Agent at its option may pay any such costs and expenses, discharge encumbrances on the Collateral, and pay for insurance of the Collateral, and such payments shall be a part of the Secured Obligations and bear interest at the rate set out in the Secured Obligations. ▇▇▇▇▇▇▇ agrees to reimburse Collateral Agent on demand for any costs so incurred; (f) until Collateral Agent exercises its rights to make collection, Grantor will diligently collect all Collateral; (g) if any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or bill of lading, Grantor shall immediately deliver such document to Collateral Agent, together with any necessary endorsements; (h) Grantor will not sell, lease, agree to sell or lease, or otherwise dispose of any Collateral; and (i) Grantor will execute and deliver such additional documents as may be reasonably requested by Collateral Agent in connection with Collateral Agent's security interest in the Collateral, including all assignments, transfers, novations, and other documents required by Collateral Agent to transfer to Collateral Agent, all federal and state government program payments, rights to payment, accounts, general intangibles and benefits.