Common use of Further Assurances; Financing Statements Clause in Contracts

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that may be necessary or desirable or that the Required Lenders may request to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Administrative/Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Borrower Collateral. Without limiting the generality of the foregoing, the Borrower shall execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Required Lenders may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. (b) The Borrower and each Secured Party hereby severally authorize the Administrative/Collateral Agent, upon receipt of written direction from the Required Lenders (if the Borrower has failed to fulfill its duties under Section 11.21(a)), to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Borrower Collateral. (c) It shall furnish to the Administrative/Collateral Agent from time to time such statements and schedules further identifying and describing the Contract Collateral and such other reports in connection with the Borrower Collateral as the Required Lenders may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (ai) The Borrower agrees that at any time and from time to time, at its expense, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that may be necessary or desirable or that the Required Lenders Lender may request to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement Article VIII or to enable the Administrative/Collateral Agent or any of the Secured Parties Lender to exercise and enforce its rights and remedies under this Agreement with respect to any Borrower Collateral. Without limiting the generality of the foregoing, the Borrower shall execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Required Lenders Lender may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. (bii) The Borrower and each Secured Party hereby severally authorize authorizes the Administrative/Collateral Agent, upon receipt of written direction from the Required Lenders (if the Borrower has failed to fulfill its duties under Section 11.21(a)), Lender to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral without the signature of the Borrower Collateral. (c) It where permitted by law. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall furnish be sufficient as a financing statement where permitted by law. The Lender will promptly send to the Administrative/Collateral Agent from time to time such Borrower any financing or continuation statements and schedules further identifying and describing thereto which it files without the Contract Collateral and such other reports in connection with signature of the Borrower Collateral except, in the case of filings of copies of this Agreement as financing statements, the Required Lenders may reasonably request, all in reasonable detailLender will promptly send the Borrower the filing or recordation information with respect thereto.

Further Assurances; Financing Statements. (ai) The Borrower Company agrees ---------------------------------------- that at any time and from time to time, at its expense, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that may be necessary or desirable or that CWC, the Required Lenders Deal Agent or the Collateral Agent may reasonably request to perfect perfect, preserve, continue and maintain fully and protect the assignments transfers made and the right, title and interests (including any security interests interests) granted or purported to be granted CWC by this Agreement or to enable CWC, the Administrative/Deal Agent or the Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement or any of the Basic Documents with respect to any Borrower CollateralTransferred Receivables. Without limiting the generality of the foregoing, the Borrower Company shall execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that CWC, the Required Lenders Deal Agent or the Collateral Agent may reasonably request to protect and preserve and perfect the assignments transfers and security interests granted by this Agreement, free and clear of all Adverse Claims and Restrictions on Transferability. In addition, the Company and the Deal Agent agree to cooperate with S&P and Xxxxx'x in connection with any review of the transactions contemplated hereby or by the Basic Documents which may be undertaken by S&P and Xxxxx'x after the date hereof. (bii) The Borrower Company hereby authorizes CWC and each Secured Party hereby severally authorize the Administrative/Collateral Agent, upon receipt of written direction from the Required Lenders (if the Borrower has failed to fulfill its duties under Section 11.21(a)), Agent to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Borrower CollateralTransferred Receivables without the signature of the Company where permitted by law. A carbon, photographic or other reproduction of this Agreement or any notice or financing statement covering the Transferred Receivables or any part thereof shall be sufficient as a notice or financing statement where permitted by law. (c) It shall furnish to the Administrative/Collateral Agent from time to time such statements and schedules further identifying and describing the Contract Collateral and such other reports in connection with the Borrower Collateral as the Required Lenders may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time and from time to time, at its expense, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further action, that may be is necessary or desirable or that the Required Lenders Facility Agent may request to perfect and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Administrative/Collateral Facility Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Borrower Collateral. Without limiting the generality of the foregoing, the Borrower shall execute and file authorizes the filing of such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Required Lenders Facility Agent may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. Such financing statements filed against the Borrower may describe the Borrower Collateral in the same manner specified in Section 13.1 or in any other manner as the Required Lenders may reasonably determine is necessary to ensure the perfection of such security interest (without disclosing the names of, or any information relating to, the Obligors thereunder), including describing such property as all assets or all personal property of the Borrower whether now owned or hereafter acquired. (b) The Borrower and each Secured Party hereby severally authorize the Administrative/Collateral Facility Agent, upon receipt of written direction from the Required Lenders (if the Borrower has failed to fulfill its duties under Section 11.21(a))Lenders, to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Borrower Collateral. (c) It shall furnish to the Administrative/Collateral Agent from time to time such statements and schedules further identifying and describing the Contract Collateral and such other reports in connection with the Borrower Collateral as the Required Lenders may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (a) The Borrower agrees that at any time SPV will execute and deliver, or cause to be executed and delivered, such other and further agreements, documents, instruments, certificates and assurances as, in the judgment of TFC exercised in good faith, may be necessary or appropriate to more effectively evidence or secure, and to ensure the performance of, the Obligations. In addition, SPV shall deliver to TFC from time to time, at upon reasonable request by TFC, such documents, instruments and other matters or items as TFC may reasonably require to evidence SPV's compliance with the covenants set forth the Loan Documents or to enable TFC to comply with its expense, it obligations under the Securitization Facility Documents. SPV shall promptly execute and deliver (or cause to be executed and delivered) to TFC all further security agreements, financing statements, assignments and such other agreements, documents, instruments and documentscertificates, and take all reasonable further action, that may be necessary or desirable or that the Required Lenders may request to perfect supplements and protect the assignments and security interests granted or purported to be granted by this Agreement or to enable the Administrative/Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Borrower Collateral. Without limiting the generality of the foregoing, the Borrower shall execute and file such financing or continuation statements, or amendments thereto, and take such other instruments actions, as are (or notices as may be TFC deems to be) necessary or desirable or that appropriate in order to maintain (i) as valid, enforceable and perfected ownership interests, all interests of SPV in the Required Lenders may reasonably request Pledged Receivables and other Collateral transferred to protect it by Developer, and preserve the assignments (ii) as valid, enforceable and perfected first priority liens and security interests, all Liens and security interests in the Collateral granted by this Agreementto TFC to secure the Obligations and the Parallel Claims. SPV shall not grant extensions of time for the payment of, or compromise for less than the full face value or release in whole or in part, any Purchaser or other Person liable for the payment of, or allow any credit whatsoever except for the amount of cash to be paid upon, any Collateral or any instrument, chattel paper or document representing the Collateral. (ba) The Borrower and each Secured Party SPV hereby severally authorize the Administrative/Collateral Agent, upon receipt of written direction from the Required Lenders (if the Borrower has failed to fulfill its duties under Section 11.21(a)), authorizes TFC to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Borrower CollateralCollateral without the signature of the SPV or any other Person where permitted by law. (c) It shall furnish to the Administrative/Collateral Agent from time to time such statements and schedules further identifying and describing the Contract Collateral and such other reports in connection with the Borrower Collateral as the Required Lenders may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (ai) The Borrower and the Servicer each severally agrees that that, at any time and from time to time, at its expense, it shall at the expense of the Borrower promptly authorize, execute and deliver deliver, as applicable, all further instruments and documents, documents and take all reasonable further action, action that may be necessary or desirable or that the Required Lenders Agent may reasonably request to perfect and protect comply with the assignments and security interests granted or purported to be granted by this Agreement or to enable the Administrative/Collateral Agent or any of the Secured Parties to exercise and enforce its rights and remedies under this Agreement with respect to any Borrower CollateralPerfection Actions. Without limiting the generality of the foregoing, the Borrower shall authorize, execute and file file, as applicable, such financing or continuation statements, or amendments thereto, and such other instruments or notices as may be necessary or desirable or that the Required Lenders Agent may reasonably request to protect and preserve Perfect the assignments and security interests granted by this Agreement. In addition, the Servicer shall prepare, authorize and record any applicable assignments or certificates necessary to comply with the Perfection Actions. (bii) The Borrower and each Secured Party the Lenders hereby severally authorize the Administrative/Collateral Agent, upon receipt of written direction from the Required Lenders (if the Borrower has failed to fulfill its duties under Section 11.21(a)), Agent to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Collateral without the signature of the Borrower Collateralor the Secured Parties where permitted by law. A photographic or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. The Agent will promptly send to the Borrower any financing or continuation statements thereto which it files without the signature of the Borrower. The Agent will promptly send the Borrower or the Secured Parties, as the case may be, the filing or recordation information with respect thereto. (ciii) It The Borrower and each of the Servicer shall furnish to the Administrative/Collateral Agent from time to time such statements and schedules further identifying and describing the Contract Collateral and such other reports in connection with the Borrower Collateral as the Required Lenders Agent may reasonably request, all in reasonable detail.

Further Assurances; Financing Statements. (a) The Each Borrower agrees that at any time shall, and from time to timeshall cause its Subsidiaries to, at its such Borrower’s expense, it shall promptly execute and deliver all further instruments and documents, and take all reasonable further actionaction that the Lender may request in its Permitted Discretion, that from time to time, as may be necessary or desirable or that proper in the Required Lenders may request reasonable opinion of the Lender to perfect carry out more effectively the provisions and protect the assignments and security interests granted or purported to be granted by purposes of this Agreement and the other Loan Documents, in order to perfect, protect or more fully evidence the assignment as security of the Receivables and the other Collateral, or to enable the Administrative/Collateral Agent or any of the Secured Parties Lender to exercise and or enforce its rights hereunder and remedies under this Agreement with respect to any Borrower Collateralthe other Loan Documents. Without limiting the generality of the foregoing, each Borrower shall, upon the Borrower shall request of the Lender, execute and file such UCC financing or continuation statements, or amendments theretothereto or assignments thereof, and such other instruments documents or notices notices, as may be be, in the opinion of the Lender, necessary or desirable or that appropriate. Each Borrower hereby authorizes the Required Lenders may reasonably request to protect and preserve the assignments and security interests granted by this Agreement. (b) The Borrower and each Secured Party hereby severally authorize the Administrative/Collateral Agent, upon receipt of written direction from the Required Lenders (if the Borrower has failed to fulfill its duties under Section 11.21(a)), Lender to file one or more financing or continuation statements, statements and amendments theretothereto and assignments thereof, relating relative to all or any part of the Collateral now existing or hereafter arising without such Borrower’s signature where permitted by law. If any Borrower Collateral. fails to perform any of its agreements or obligations under this Agreement, the Lender may (cbut shall not be required to) It shall furnish to itself perform, or cause performance of, such agreement or obligation, and the Administrative/Collateral Agent from time to time such statements and schedules further identifying and describing expenses of the Contract Collateral and such other reports Lender incurred in connection with therewith shall be payable by the Borrower Collateral as the Required Lenders may reasonably request, all in reasonable detailBorrowers.