Common use of FURTHER ASSURANCES; PLEDGE AMENDMENTS Clause in Contracts

FURTHER ASSURANCES; PLEDGE AMENDMENTS. (a) Each Pledgor agrees that from time to time, at the expense of such Pledgor, such Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or desirable, or that Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. Without limiting the generality of the foregoing, each Pledgor will: (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as Secured Party may request, in order to perfect and preserve the security interests granted or purported to be granted hereby, (ii) at Secured Party's request, deliver and pledge to Secured Party hereunder all promissory notes and other instruments (including checks) constituting Collateral, duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Secured Party, (iii) at Secured Party's reasonable request, appear in and defend any action or proceeding that may affect such Pledgor's title to or Secured Party's security interest hereunder in all or any part of the Pledged Collateral and (iv) execute and deliver from time to time such agreements or instruments under the laws of a country in which any Material Foreign Subsidiary is organized that the Secured Party deems necessary or advisable, or that Secured Party may reasonably request, to perfect or otherwise protect the priority of the Liens granted to Secured Party on behalf of the Secured Parties in the stock of such Material Foreign Subsidiary and take all such other actions under the laws of such jurisdictions as Secured Party may deem necessary or advisable, or that Secured Party may reasonably request, to perfect or otherwise protect such Liens. Each Pledgor agrees that a carbon, photographic or other reproduction of this Agreement or of a financing statement signed by such Pledgor shall be sufficient as a financing statement and may be filed as a financing statement in any and all jurisdictions.

FURTHER ASSURANCES; PLEDGE AMENDMENTS. (a) Each Pledgor agrees that from time to time, at the expense of such Pledgor, such Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or desirable, or that Secured Party Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Secured Party Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. Without limiting the generality of the foregoing, each Pledgor covenants and agrees that it will: (i) with respect to all Pledged Collateral of such Pledgor whereby or with respect to which Collateral Agent may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, or under the laws of any relevant State other than the State of New York), take all actions as may be requested from time to time by Collateral Agent so that “control” of such Collateral is obtained and at all times held by Collateral Agent, (ii) from time to time execute and file and refile in the relevant filing offices (acting on its own or on the instructions of Collateral Agent or Requisite Obligors), and hereby authorizes the Collateral Agent to file or refile without the signature of the relevant Pledgor where permitted by law, such financing or continuation statementsstatements (on appropriate forms) under the UCC as in effect in the various relevant States, covering all Pledged Collateral hereunder (with the form of such financing statements to be satisfactory to Collateral Agent and such authorization including describing the Pledged Collateral as “all assets” of such Pledgor), or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as Secured Party Collateral Agent may request, in order to perfect and preserve the security interests granted or purported to be granted hereby, (iiiii) at Secured Party's Collateral Agent’s request, deliver and pledge to Secured Party Collateral Agent hereunder all promissory notes and other instruments (including checks) constituting Collateral, duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Secured PartyCollateral Agent, (iiiiv) at Secured Party's reasonable Collateral Agent’s request, appear in and defend any claim, action or proceeding of all Persons whomsoever that may affect such Pledgor's ’s right and title to or Collateral Agent’s and the other Secured Party's Parties’ right, title and security interest hereunder in and to all or any part of the Pledged Collateral and the proceeds thereof and (ivv) execute and deliver from time to time such agreements or instruments under the laws of a country in which any Material Foreign Subsidiary is organized that the Secured Party Collateral Agent deems necessary or advisable, or that Secured Party Collateral Agent may reasonably request, to perfect or otherwise protect the priority of the Liens granted to Secured Party Collateral Agent on behalf of the Secured Parties in the stock of such Material Foreign Subsidiary and take all such other actions under the laws of such jurisdictions as Secured Party Collateral Agent may deem necessary or advisable, or that Secured Party Collateral Agent may reasonably request, to perfect or otherwise protect such Liens. Each Pledgor agrees that a carbon, photographic or other reproduction of this Agreement or of a financing statement signed by such Pledgor shall be sufficient as a financing statement and may be filed as a financing statement in any and all jurisdictions.

FURTHER ASSURANCES; PLEDGE AMENDMENTS. (a) Each The Pledgor agrees that from time to time, at its expense, the expense of such Pledgor, such Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or desirable, or that the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. Without limiting the generality of the foregoing, each the Pledgor will: (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Secured Party may request, in order to perfect and preserve the security interests granted or purported to be granted hereby, (ii) at Secured Party's requestdo all things necessary or desirable, deliver and pledge to Secured Party hereunder all promissory notes and other instruments (including checks) constituting Collateral, duly endorsed and accompanied as determined by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Secured Party, to transfer control over any Pledged Collateral to the Secured Party including, but not limited to, registering the Secured Party as the holder of any securities entitlement or commodities contract, as appropriate, relating to the Pledged Collateral and entering into any control agreement, in the form designated by the Secured Party, pursuant to which the securities intermediary shall agree that it will comply with the entitlement orders originated by the Secured Party without further consent by the Pledgor, with respect to the Pledged Collateral, and entering into any control agreement, in the form designated by the Secured Party, pursuant to which the commodity intermediary shall agree that it will apply any value distributed on account of any commodity contract constituting Pledged Collateral, as directed by the Secured Party without further consent by the Pledgor and (iii) at the Secured Party's reasonable request, appear in and defend any action or proceeding that may affect such the Pledgor's title to or the Secured Party's security interest hereunder in all or any part of the Pledged Collateral and (iv) execute and deliver from time to time such agreements or instruments under the laws of a country in which any Material Foreign Subsidiary is organized that the Secured Party deems necessary or advisable, or that Secured Party may reasonably request, to perfect or otherwise protect the priority of the Liens granted to Secured Party on behalf of the Secured Parties in the stock of such Material Foreign Subsidiary and take all such other actions under the laws of such jurisdictions as Secured Party may deem necessary or advisable, or that Secured Party may reasonably request, to perfect or otherwise protect such Liens. Each Pledgor agrees that a carbon, photographic or other reproduction of this Agreement or of a financing statement signed by such Pledgor shall be sufficient as a financing statement and may be filed as a financing statement in any and all jurisdictionsCollateral.

FURTHER ASSURANCES; PLEDGE AMENDMENTS. (a) Each Pledgor agrees that from time to time, at the expense of such Pledgor, such Pledgor it will promptly execute and deliver deliver, and cause to be executed and delivered, at the request of Secured Party, all further instruments and documents, and take all further action, that may be reasonably necessary or reasonably desirable, or that Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. Without limiting the generality of the foregoing, each Pledgor will: (i) execute (if necessary) and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or reasonably desirable, or as Secured Party may reasonably request, in order to perfect and preserve the security interests granted or purported to be granted hereby, (ii) at Secured Party's request, deliver and pledge to Secured Party hereunder all promissory notes certificates and other instruments (including checks) constituting Collateralrepresenting Pledged Collateral that constitutes certificated securities or instruments, accompanied by undated stock powers or instruments of assignment, as applicable, duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Secured Partyblank, (iii) deliver to Secured Party evidence that all other action that Secured Party may deem reasonably necessary or desirable to perfect and protect the security interest created by Pledgor under this Agreement has been taken and (iv) at Secured Party's ’s reasonable request, appear in and defend any action or proceeding that may affect such Pledgor's ’s title to or Secured Party's ’s security interest hereunder in all or any part of the Pledged Collateral. Pledgor hereby authorizes Secured Party to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Pledged Collateral and (iv) execute and deliver from time to time such agreements or instruments under without the laws signature of a country in which any Material Foreign Subsidiary is organized that Pledgor. Pledgor ratifies its authorization for the Secured Party deems necessary to have filed such financing statements, continuation statements or advisable, or that Secured Party may reasonably request, amendments filed prior to perfect or otherwise protect the priority of the Liens granted to Secured Party on behalf of the Secured Parties in the stock of such Material Foreign Subsidiary and take all such other actions under the laws of such jurisdictions as Secured Party may deem necessary or advisable, or that Secured Party may reasonably request, to perfect or otherwise protect such Liens. Each Pledgor agrees that a carbon, photographic or other reproduction of this Agreement or of a financing statement signed by such Pledgor shall be sufficient as a financing statement and may be filed as a financing statement in any and all jurisdictionsdate hereof.

FURTHER ASSURANCES; PLEDGE AMENDMENTS. (a) Each Pledgor agrees that from time to time, at the expense of such Pledgor, such Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or desirable, or that Secured Party Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Secured Party Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. Without limiting the generality of the foregoing, each Pledgor will: (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as Secured Party Collateral Agent may request, in order to perfect and preserve the security interests granted or purported to be granted hereby, hereby and (ii) at Secured PartyCollateral Agent's request, deliver and pledge to Secured Party hereunder all promissory notes and other instruments (including checks) constituting Collateral, duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Secured Party, (iii) at Secured Party's reasonable request, appear in and defend any action or proceeding that may affect such Pledgor's title to or Secured PartyCollateral Agent's security interest hereunder in all or any part of the Pledged Collateral. (b) Pledgor further agrees that it will, upon obtaining any additional shares of Stock or other securities required to be pledged hereunder as provided in Section 6(b), promptly (and in any event within thirty Business Days) deliver to Collateral Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II annexed hereto (a "Pledge Amendment"), in respect of the additional Pledged Shares to be pledged pursuant to this Agreement. Pledgor hereby authorizes Collateral Agent to attach each Pledge Amendment to this Agreement and (iv) execute and deliver from time agrees that all Pledged Shares listed on any Pledge Amendment delivered to time such agreements or instruments under the laws of a country in which any Material Foreign Subsidiary is organized Collateral Agent shall for all purposes hereunder be considered Pledged Collateral; provided that the Secured Party deems necessary or advisable, or that Secured Party may reasonably request, failure of Pledgor to perfect execute a Pledge Amendment with respect to any additional Pledged Shares pledged pursuant to this Agreement shall not impair the security interest of Collateral Agent therein or otherwise protect adversely affect the priority rights and remedies of the Liens granted to Secured Party on behalf of the Secured Parties in the stock of such Material Foreign Subsidiary and take all such other actions under the laws of such jurisdictions as Secured Party may deem necessary or advisable, or that Secured Party may reasonably request, to perfect or otherwise protect such LiensCollateral Agent hereunder with respect thereto. Each Pledgor agrees that a carbon, photographic or other reproduction of this Agreement or of a financing statement signed by such Pledgor shall be sufficient as a financing statement and may be filed as a financing statement in any and all jurisdictionsSECTION 8.

FURTHER ASSURANCES; PLEDGE AMENDMENTS. (a) Each Pledgor agrees that from time to time, at the expense of such Pledgor, such Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or desirable, or that Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. Without limiting the generality of the foregoing, each Pledgor will: (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as Secured Party may request, in order to perfect and preserve the security interests granted or purported to be granted hereby, hereby and (ii) at Secured Party's request, deliver and pledge to Secured Party hereunder all promissory notes and other instruments (including checks) constituting Collateral, duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Secured Party, (iii) at Secured Party's reasonable request, appear in and defend any action or proceeding that may affect such Pledgor's title to or Secured Party's security interest hereunder in all or any part of the Pledged Collateral Collateral. (b) Pledgor further agrees that it will, upon obtaining any additional shares of stock or other securities required to be pledged hereunder as provided in Section 5(b) or (c), promptly (and (ivin any event within five Business Days) execute and deliver from time to time such agreements or instruments under the laws of a country in which any Material Foreign Subsidiary is organized that the Secured Party deems necessary or advisable, or that Secured Party may reasonably request, to perfect or otherwise protect the priority of the Liens granted to Secured Party on behalf a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule III annexed hereto (a "Pledge Amendment"), in respect of the Secured Parties in the stock of such Material Foreign Subsidiary and take all such other actions under the laws of such jurisdictions as additional Pledged Shares or Pledged Debt to be pledged pursuant to this Agreement. Pledgor hereby authorizes Secured Party may deem necessary to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares or advisable, or that Pledged Debt listed on any Pledge Amendment delivered to Secured Party may reasonably request, shall for all purposes hereunder be considered Pledged Collateral; provided that the failure of Pledgor to perfect execute a Pledge Amendment with respect to any additional Pledged Shares or Pledged Debt pledged pursuant to this Agreement shall not impair the security interest of Secured Party therein or otherwise protect such Liensadversely affect the rights and remedies of Secured Party hereunder with respect thereto. Each Pledgor agrees that a carbon, photographic or other reproduction of this Agreement or of a financing statement signed by such Pledgor shall be sufficient as a financing statement and may be filed as a financing statement in any and all jurisdictionsSECTION 7.

FURTHER ASSURANCES; PLEDGE AMENDMENTS. (a) Each Pledgor agrees that from time to time, at the expense of such Pledgor, such Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or desirable, or that Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. Without limiting the generality of the foregoing, each Pledgor will: (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as Secured Party may request, in order to perfect and preserve the security interests granted or purported to be granted hereby, hereby and (ii) at Secured Party's request, deliver and pledge to Secured Party hereunder all promissory notes and other instruments (including checks) constituting Collateral, duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Secured Party, (iii) at Secured Party's reasonable request, appear in and defend any action or proceeding that may affect such Pledgor's title to or Secured Party's security interest hereunder in all or any part of the Pledged Collateral Collateral. (b) Each Pledgor further agrees that it will, upon obtaining any additional shares of stock or other securities required to be pledged hereunder as provided in Section 5(b) or (c), promptly (and (ivin any event within five Business Days) execute and deliver from time to time such agreements or instruments under the laws of a country in which any Material Foreign Subsidiary is organized that the Secured Party deems necessary or advisable, or that Secured Party may reasonably request, to perfect or otherwise protect the priority of the Liens granted to Secured Party on behalf a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Schedule III annexed hereto (a "Pledge Amendment"), in respect of the Secured Parties in the stock of such Material Foreign Subsidiary and take all such other actions under the laws of such jurisdictions as Secured Party may deem necessary additional Pledged Shares or advisable, or that Secured Party may reasonably request, Pledged Debt to perfect or otherwise protect such Liensbe pledged pursuant to this Agreement. Each Pledgor hereby authorizes Secured Party to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares or Pledged Debt listed on any Pledge Amendment delivered to Secured Party shall for all purposes hereunder be considered Pledged Collateral; provided that the failure of Pledgor to execute a carbon, photographic Pledge Amendment with respect to any additional Pledged Shares or other reproduction of Pledged Debt pledged pursuant to this Agreement shall not impair the security interest of Secured Party therein or otherwise adversely affect the rights and remedies of a financing statement signed by such Pledgor shall be sufficient as a financing statement and may be filed as a financing statement in any and all jurisdictionsSecured Party hereunder with respect thereto. SECTION 7.

FURTHER ASSURANCES; PLEDGE AMENDMENTS. (a) Each The Pledgor agrees that from time to time, at its expense, the expense of such Pledgor, such Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or reasonably desirable, or that the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. Without limiting the generality of the foregoing, each the Pledgor will: (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and preserve the security interests granted or purported to be granted hereby, (ii) at Secured Party's requestdo all things necessary or desirable, deliver and pledge to Secured Party hereunder all promissory notes and other instruments (including checks) constituting Collateral, duly endorsed and accompanied as reasonably determined by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Secured Party, to transfer control over any Pledged Collateral to the Secured Party including, but not limited to, registering the Secured Party as the holder of any securities entitlement or commodities contract, as appropriate, relating to the Pledged Collateral and entering into any control agreement, in the form designated by the Secured Party, pursuant to which the securities intermediary shall agree that it will comply with the entitlement orders originated by the Secured Party without further consent by the Pledgor, with respect to the Pledged Collateral, and entering into any control agreement, in the form designated by the Secured Party, pursuant to which the commodity intermediary shall agree that it will apply any value distributed on account of any commodity contract constituting Pledged Collateral, as directed by the Secured Party without further consent by the Pledgor and (iii) at the Secured Party's ’s reasonable request, appear in and defend any action or proceeding that may would reasonably be expected to materially and adversely affect such the Pledgor's ’s title to or the Secured Party's ’s security interest hereunder in all or any part of the Pledged Collateral and (iv) execute and deliver from time to time such agreements or instruments under pledged by the laws of a country in which any Material Foreign Subsidiary is organized that the Secured Party deems necessary or advisable, or that Secured Party may reasonably request, to perfect or otherwise protect the priority of the Liens granted to Secured Party on behalf of the Secured Parties in the stock of such Material Foreign Subsidiary and take all such other actions under the laws of such jurisdictions as Secured Party may deem necessary or advisable, or that Secured Party may reasonably request, to perfect or otherwise protect such Liens. Each Pledgor agrees that a carbon, photographic or other reproduction of this Agreement or of a financing statement signed by such Pledgor shall be sufficient as a financing statement and may be filed as a financing statement in any and all jurisdictionsPledgor.