Further Assurances; Exceptions to Perfection. At any time and from time to time, upon the request of Secured Party, and at the sole expense of Debtor, Debtor shall promptly execute and deliver all such further agreements, documents, and instruments and take such further action as Secured Party may reasonably deem necessary or appropriate to preserve and perfect its security interest in the Collateral and carry out the provisions and purposes of this Agreement or to enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral. Without limiting the generality of the foregoing, Debtor shall upon reasonable request by Secured Party (a) execute and deliver to Secured Party such financing statements as Secured Party may from time to time require, (b) take such action after a Default as Secured Party may request to permit Secured Party to have control over any Investment Property or any Deposit Account, (c) deliver to Secured Party all Collateral the possession of which is necessary to perfect the security interest therein, duly endorsed and/or accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Secured Party; EXCEPT that, prior to the occurrence of a Default, Debtor may: (i) retain for collection in the ordinary course of business checks representing Proceeds of Accounts received in the ordinary course of business; (ii) retain any letters of credit received in the ordinary course of business; (iii) retain and utilize in the ordinary course of business all dividends and interest paid in respect to any of the Pledged Collateral or any other Investment Property; and (iv) retain any Documents received and further negotiated in the ordinary course of business, (d) deliver any and all certificates of title, applications for title or similar evidence of ownership of Equipment and cause Secured Party to be named as lienholder thereon, and (e) execute and deliver to Secured Party such other agreements, documents, and instruments as Secured Party may reasonably require to perfect and maintain the validity, effectiveness, and priority of the Liens intended to be created by this Agreement or any other Loan Document.
Further Assurances; Exceptions to Perfection. At any time and from time to time, upon the request of the Agent, and at its sole expense, it shall, promptly execute and deliver all such further agreements, instruments and documentation and take such further action as the Agent may reasonably deem necessary or appropriate to preserve and perfect the Agent's security interest in the Collateral and carry out the provisions and purposes of this Agreement or to enable the Agent to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral. Without limiting the generality of the foregoing, it shall upon reasonable request by the Agent, (i) execute and deliver to the Agent such financing statements as the Agent may from time to time require (each Debtor also hereby authorizes the Agent to file such financing statements without Debtor's signature naming it as debtor, the Agent as secured party and describing the Collateral, in each case as the Agent may deem appropriate); (ii) take such action as the Agent may request to permit the Agent to have control over any deposit account; (iii) deliver to the Agent all Collateral the possession of which is necessary to perfect the security interest therein, duly endorsed and/or accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Agent; and (iv) execute and deliver to the Agent such other agreements, instruments and documentation as the Agent may reasonably require to perfect and maintain the validity, effectiveness and priority of the security interests intended to be created by this Agreement; except that, prior to the occurrence of a Potential Default:
Further Assurances; Exceptions to Perfection. Subject to Section 3.5(b) hereof and Section 5.10 of the Credit Agreement, at any time and from time to time, upon the reasonable request of the Agent, and at the Debtor’s sole expense, each Debtor shall, promptly execute and deliver all such further documentation and take such further action as the Agent may reasonably deem necessary or appropriate to preserve, perfect and protect its security interest in the Collateral and carry out the provisions and purposes of this Agreement and to enable the Agent to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral. In furtherance of the foregoing, each Debtor hereby authorizes the Agent to file, in the offices of the appropriate governmental unit or units, financing statements naming it as debtor and the Agent as secured party, in substantially the form attached as Exhibit C, and in the case of United States Registered Intellectual Property included in the Collateral, Intellectual Property Security Agreements substantially in the form of Annex A, in each case as the Agent may reasonably deem appropriate.
Further Assurances; Exceptions to Perfection. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, such Grantor will:
Further Assurances; Exceptions to Perfection. At any time and from time to time, upon the request of Secured Party, and at the sole expense of Debtor, Debtor shall promptly execute and deliver all such further agreements, documents, and instruments and take such further action as Secured Party may reasonably deem necessary or appropriate to preserve and perfect its security interest in the Collateral and carry out the provisions and purposes of this Agreement or to enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral. Without limiting the generality of the foregoing, Debtor shall upon reasonable request by Secured Party (a) execute and deliver to Secured Party such financing statements as Secured Party may from time to time require, (b) take such action after the occurrence and during the continuance of an Event of Default, as Secured Party may request, (c) and deliver to Secured Party all Collateral the possession of which is necessary to perfect the security interest therein, duly endorsed and/or accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to Secured Party; except that, prior to the occurrence and continuance of an Event of Default, Debtor may: (i) retain for collection in the ordinary course of business Proceeds of Accounts received; (ii) retain any letters of credit; and (iii) retain any Documents received and further negotiated; and (d) execute and deliver to Secured Party such other agreements, documents, and instruments as Secured Party may reasonably require to perfect and maintain the validity, effectiveness, and priority of the Liens intended to be created by this Agreement or any other Loan Document.
Further Assurances; Exceptions to Perfection. At any time and from time to time, upon the request of the Agent, and at its sole expense, it shall, subject to Section 10.10 of the Credit Agreement, promptly execute and deliver all such further documentation and take such further action as the Agent may reasonably deem necessary or appropriate to preserve, perfect and protect its security interest in the Collateral and carry out the provisions and purposes of this Agreement and to enable the Agent to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral. In furtherance of the foregoing, each Debtor hereby authorizes the Agent to file, in the offices of the appropriate governmental unit or units, financing statements naming it as debtor and the Agent as secured party, and describing the collateral as "all personal property," in each case as Agent may deem appropriate.
Further Assurances; Exceptions to Perfection. At any time and from time to time, upon the request of the Secured Party, and at the sole expense of the Debtor, the Debtor shall, subject to the exceptions to the creation, perfection and/or protection of Liens permitted by
Further Assurances; Exceptions to Perfection. At any time and from time to time, upon the request of the Agent, and at the Debtor's sole expense, each Debtor shall, promptly execute and deliver all such further documentation and take such further action as the Agent may reasonably deem necessary or appropriate to preserve, perfect and protect its security interest in the Collateral and carry out the provisions and purposes of this Agreement and to enable the Agent to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral. In furtherance of the foregoing, each Debtor hereby authorizes the Agent to file, in the offices of the appropriate governmental unit or units, financing statements naming it as debtor and the Agent as secured party, in substantially the form attached as Exhibit C (and where appropriate, with such changes thereto necessary to file such financing statement as a fixture filing in the applicable real property records), in each case as Agent may reasonably deem appropriate.
Further Assurances; Exceptions to Perfection. At any time and from time to time, upon the reasonable request of the Agent, and at its sole expense, it shall, subject to the exceptions to the creation, perfection, and/or protection of Liens permitted by Section 9.10 of the Credit Agreement, promptly execute and deliver all such further agreements, documents, and instruments and take such further action as the Agent may reasonably deem necessary or appropriate to preserve and perfect its security interest in the Collateral and carry out the provisions and purposes of this Agreement or to enable the Agent to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral. Without limiting the generality of the foregoing, it shall upon reasonable request by the Agent, or if no request is made by the Agent with each of the reports delivered to the Agent pursuant to Section 9.1(b) of the Credit Agreement, but subject to the exceptions to the creation, perfection, and/or protection of Liens permitted by Section 9.10 of the Credit Agreement, (a) execute and deliver to the Agent such financing statements as the Agent may from time to time reasonably require, (b) take such action within its control as the Agent may reasonably request to permit the Agent to have control over any Investment Property or any Deposit Account; (c) deliver to the Agent all Collateral the possession of which is necessary to perfect the security interest therein, duly endorsed and/or accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Agent; except that, prior to the occurrence of a Default and when the same shall no longer be continuing, such Debtor may: (i) retain any letters of credit received in the ordinary course of business; (ii) retain and utilize in the ordinary course of business all cash dividends and interest paid in respect to any of the Pledged Collateral or any other Investment Property; and (iii) retain any Documents received and further negotiated in the ordinary course of business, (d) immediately when any Default exists, deliver any and all certificates of title, applications for title, or similar evidence of ownership of Equipment and cause the Agent to be named as lienholder thereon, provided that each of such items shall be immediately delivered to the Agent whenever any Default exists, and (e) execute and deliver to the Agent such other agreements, documents, and instruments as the Agent may reasonably require to ...
Further Assurances; Exceptions to Perfection. Subject to Section 3.5(b) hereof and Section 5.10 of the Credit Agreement, at any time and from time to time, upon the reasonable request of the Agent, and at the Debtor’s sole expense, each Debtor shall, promptly execute and deliver all such further documentation and take such further action as the Agent may reasonably deem necessary or appropriate to preserve, perfect and protect its security interest in the Collateral and carry out the provisions and purposes of this Agreement and to enable the Agent to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral. In furtherance of the foregoing, each Debtor hereby authorizes the Agent to file, in the offices of the appropriate governmental unit or units, financing statements naming it as debtor and the Agent as secured party and indicating the Collateral as all assets or all personal property of such Grantor whether now owned or hereafter acquired or words of similar effect or being of an equal or lesser scope or with greater detail, in substantially the form attached as Exhibit C, and in the case of United States Registered Intellectual Property included in the Collateral, Intellectual Property Security Agreements substantially in the form of Annex A, in each case as the Agent may reasonably deem appropriate.
