Common use of Further Assurances; Exceptions to Perfection Clause in Contracts

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: (a) the Debtors may retain and utilize in the ordinary course of business proceeds of accounts; (b) the Debtors may retain and utilize in the ordinary course of business any letters of credit received in the ordinary course of business; (c) the Debtors may retain any documents received and further negotiated in the ordinary course of business; and (d) no Debtor shall be required to grant the Agent control over any deposit, commodity or security account. If a Potential Default occurs and the Agent requests, then the Debtors shall take such action as the Agent may reasonably request to perfect and protect the security interests of the Agent in all of the Collateral, including without limitation, the following actions: (A) the delivery to the Agent of all Collateral the possession of which is necessary to perfect the security interest of the Agent therein; (B) instructing all account debtors to make payment on accounts and any other Collateral to a post office box or boxes or to a deposit account under the control and in the name of the Agent and (C) any other of the actions described in Section 4.02(i) through Section 4.02(iv) above.

Further Assurances; Exceptions to Perfection. At any time and Each Grantor agrees that, from time to time, upon the request of the Agent, and time at its sole own expense, it shall, will promptly execute and deliver all such further agreements, instruments and documentation documents, and take such all further action as action, that may be necessary or that the Agent may reasonably deem necessary or appropriate request, in order to perfect, preserve and perfect the Agent's protect any security interest in the Collateral and carry out the provisions and purposes of this Agreement 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 of the Collateral. Without limiting the generality of the foregoing, it shall such Grantor will: (a) from time to time upon the reasonable request by of the Agent, (i) execute and promptly deliver to the Agent such financing statements as stock powers, instruments and similar documents, satisfactory in form and substance to the Agent may from time Agent, with respect 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 Collateral as the Agent may request and will, from time to permit time upon the Agent request of the Agent, after the occurrence and during the continuance of any Specified Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by the Agent; subject to have control over Sections 2.01, 3.04(a), 4.07 and 7.11, if any deposit account; (iii) Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note or tangible Chattel Paper, deliver and pledge to the Agent all Collateral the possession of which is necessary to perfect the security interest thereinhereunder such Instrument, negotiable Document, Promissory Note or tangible Chattel Paper duly endorsed and/or and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Agent; ; (b) take such actions as may be necessary or that the Agent may request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Agent hereby; (ivc) execute and deliver to the Agent and at all times keep pledged to the Agent pursuant hereto, on a first-priority, perfected basis (subject to the terms of the Intercreditor Agreement), at the request of the Agent, all Investment Property constituting Collateral and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; (d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral; (e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Agent indicating that the Agent has a security interest in such Chattel Paper; (f) furnish to the Agent, from time to time at the Agent’s reasonable request, statements and schedules identifying the location of all Equipment and Inventory; (g) without limitation of Section 8.03(f) of the Credit Agreement, furnish to the Agent, from time to time at the Agent’s reasonable request, statements and schedules further identifying and describing the Collateral and such other agreements, instruments and documentation reports in connection with the Collateral as the Agent may request, all in reasonable detail; (h) use commercially reasonable efforts to obtain a lien subordination or waiver agreement in a form reasonably require approved by the Agent from the landlord of each location that it or any of its Subsidiaries leases and at which any Inventory is located and a mortgagee lien subordination or waiver in a form reasonably approved by the Agent from each location it or any of its Subsidiaries owns that is mortgaged to perfect a third party; (i) use commercially reasonable efforts to obtain a lien acknowledgement in a form reasonably acceptable to the Agent from each third party warehouse at which any Inventory is customarily stored; and (j) do all things reasonably requested by the Agent in order to enable the Agent to have and maintain control over the validityCollateral consisting of Investment Property, effectiveness Deposit Accounts, Letter-of-Credit-Rights and priority Electronic Chattel Paper. With respect to the foregoing and the grant of the security interests intended interest hereunder, each Grantor hereby authorizes the Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral. Each Grantor agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be created sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Agent to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement; except that. Notwithstanding the foregoing or any other terms in any Basic Document, prior to the occurrence of a Potential Defaultif no Specified Default exists: (ai) a Grantor may retain for collection in the Debtors ordinary course of business checks representing proceeds of Accounts received in the ordinary course of business; (ii) a Grantor may retain any letters of credit and money received or held in the ordinary course of business; (iii) a Grantor may retain and utilize in the ordinary course of business proceeds all dividends and interest paid in respect to any of accountsthe Capital Securities or any other Investment Property; (biv) the Debtors may retain and utilize in the ordinary course of business any letters of credit received in the ordinary course of business; (c) the Debtors a Grantor may retain any documents Documents received and further negotiated in the ordinary course of businessbusiness (except for Documents required to be delivered to the Agent with respect to Inventory included in the Borrowing Base); and (dv) no Debtor a Grantor shall not be required to: (A) cause the Agent’s security interest to be noted on any certificate of title evidencing any Equipment; (B) grant the Agent control over any depositChattel Paper or Letter of Credit Right; (C) grant the Agent control over any Security Account or Commodity Account unless such Collateral is included in the Borrowing Base; or (D) take any action under the laws of any jurisdiction other than the United States of America or any jurisdiction located therein to create, commodity perfect or protect the security accountinterest of the Agent in any Intellectual Property registered outside the United States of America. If a Potential Specific Default occurs and the Agent requests, then the Debtors Grantors shall take such action as the Agent may reasonably request to perfect and protect the security interests of the Agent in all of the Collateral, Collateral including without limitation, any of the following actions: Collateral described in clauses (A) the delivery to the Agent of all Collateral the possession of which is necessary to perfect the security interest of the Agent therein; through (B) instructing all account debtors to make payment on accounts and any other Collateral to a post office box or boxes or to a deposit account under the control and in the name of the Agent and (C) any other of the actions described in Section 4.02(i) through Section 4.02(ivD) above.

Further Assurances; Exceptions to Perfection. At any time and Each Grantor agrees that, from time to time, upon the request of the Agent, and time at its sole own expense, it shall, will promptly execute and deliver all such further agreements, instruments and documentation documents, and take such all further action as action, that may be necessary or that the Agent may reasonably deem necessary or appropriate request, in order to perfect, preserve and perfect the Agent's protect any security interest in the Collateral and carry out the provisions and purposes of this Agreement 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 of the Collateral. Without limiting the generality of the foregoing, it shall such Grantor will (a) from time to time upon reasonable the request by of the Agent, (i) execute and promptly deliver to the Agent such financing statements as stock powers, instruments and similar documents, satisfactory in form and substance to the Agent may from time Agent, with respect 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 Collateral as the Agent may request and will, from time to permit time upon the Agent to have control over request of the Agent, after the occurrence and during the continuance of any deposit accountSpecified Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by the Agent; (iii) if any Collateral shall be evidenced by an Instrument, negotiable Document, Promissory Note or tangible Chattel Paper, deliver and pledge to the Agent all Collateral the possession of which is necessary to perfect the security interest thereinhereunder such Instrument, negotiable Document, Promissory Note or tangible Chattel Paper duly endorsed and/or and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Agent; ; (b) file (and hereby authorize the Agent to file) such Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (ivincluding any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or that the Agent may request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Agent hereby; (c) execute and deliver to the Agent and at all times keep pledged to the Agent pursuant hereto, on a first-priority, perfected basis, at the request of the Agent, all Investment Property constituting Collateral and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; (d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral; (e) not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Agent indicating that the Agent has a security interest in such Chattel Paper; (f) furnish to the Agent, from time to time at the Agent's reasonable request, statements and schedules identifying the location of all Equipment and Inventory; (g) furnish to the Agent, from time to time at the Agent's reasonable request, statements and schedules further identifying and describing the Collateral and such other agreements, instruments and documentation reports in connection with the Collateral as the Agent may request, all in reasonable detail; (h) use commercially reasonable efforts to obtain a lien subordination or waiver agreement in a form reasonably require approved by the Agent from the landlord of each location that it or any of its Subsidiaries leases and at which any Inventory is located and a mortgagee lien subordination or waiver in a form reasonably approved by the Agent from each location it or any of its Subsidiaries owns that is mortgaged to perfect a third party; (i) use commercially reasonable efforts to obtain a lien acknowledgement in a form reasonably acceptable to the Agent from each third party warehouse at which any Inventory is customarily stored; and (j) do all things reasonably requested by the Agent in order to enable the Agent to have and maintain control over the validityCollateral consisting of Investment Property, effectiveness Deposit Accounts, Letter-of-Credit-Rights and priority Electronic Chattel Paper. With respect to the foregoing and the grant of the security interests intended interest hereunder, each Grantor hereby authorizes the Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral. Each Grantor agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be created sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Agent to file financing statements describing as the collateral covered thereby "all of the debtor's personal property or assets" or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement; except that. Notwithstanding the foregoing however, prior to the occurrence of a Potential Defaultif no Specified Default exists: (ai) a Grantor may retain for collection in the Debtors ordinary course of business checks representing proceeds of Accounts received in the ordinary course of business; (ii) a Grantor may retain any letters of credit and money received or held in the ordinary course of business; (iii) a Grantor may retain and utilize in the ordinary course of business proceeds all dividends and interest paid in respect to any of accountsthe Capital Securities or any other Investment Property; (biv) the Debtors may retain and utilize in the ordinary course of business any letters of credit received in the ordinary course of business; (c) the Debtors a Grantor may retain any documents Documents received and further negotiated in the ordinary course of businessbusiness (except for Documents required to be delivered to the Agent with respect to Inventory included in the Borrowing Base); and (dv) no Debtor a Grantor shall not be required to: (A) cause the Agent's security interest to be noted on any certificate of title evidencing any Equipment; (B) grant the Agent control over any depositChattel Paper or Letter of Credit Right; (C) grant the Agent control over any Deposit Account, commodity Security Account or Commodity Account unless such Collateral is included in the Borrowing Base; or (D) take any action under the laws of any jurisdiction other than the United States of America or any jurisdiction located therein to create, perfect or protect the security accountinterest of the Agent in any Intellectual Property registered outside the United States of America. If a Potential Specific Default occurs and the Agent requests, then the Debtors Grantors shall take such action as the Agent may reasonably request to perfect and protect the security interests of the Agent in all of the Collateral, Collateral including without limitation, any of the following actions: Collateral described in clauses (A) the delivery to the Agent of all Collateral the possession of which is necessary to perfect the security interest of the Agent therein; through (B) instructing all account debtors to make payment on accounts and any other Collateral to a post office box or boxes or to a deposit account under the control and in the name of the Agent and (C) any other of the actions described in Section 4.02(i) through Section 4.02(ivD) above.