Common use of Further Assurances; Pledge of Instruments; Chattel Paper Clause in Contracts

Further Assurances; Pledge of Instruments; Chattel Paper. At any time and from time to time, upon the written request of Canadian Agent and at the sole expense of Grantor, Grantor shall promptly and duly execute and deliver any and all such further instruments and documents (including deeds of hypothec with respect to Collateral located in the Province of Quebec) and take such further actions as Canadian Agent may deem desirable to obtain the full benefits of this Agreement and the other Loan Documents to which Grantor is a party and of the rights and powers herein and therein granted, including (i) using its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Canadian Agent of any License or Contract held by such Grantor or in which such Grantor has any rights not heretofore assigned, (ii) filing any financing or financing change statements (or applicable similar instruments) under applicable law with respect to the Security Interest granted hereunder or any Liens granted under any other Loan Document to which Grantor is a party, (iii) unless Canadian Agent shall otherwise consent in writing (which consent may be revoked), delivering to Canadian Agent all Collateral consisting of negotiable Documents of Title, certificated Securities, Chattel Paper and Instruments (in each case, accompanied by share transfer powers, allonges or other instruments of transfer executed in blank) promptly after Grantor receives same; notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, Grantor may retain for collection in the ordinary course of business all Chattel Paper or Instruments received by Grantor in the ordinary course of business, (iv) Grantor shall, in accordance with the Credit Agreement, obtain or use its commercially reasonable efforts to obtain, waivers or subordinations of Liens from landlords and mortgagees and Grantor shall in all instances obtain signed acknowledgements of Canadian Agent's Liens from bailees having possession of any Grantor's Goods that they hold for the benefit of Canadian Agent, (v) in accordance with Annex C to the Credit Agreement, Grantor shall obtain a blocked account, lockbox or similar agreement with each bank or financial institution holding a Deposit Account for Grantor, and (vi) upon request by Canadian Agent, if Grantor is or becomes a beneficiary of a letter of credit, it shall promptly and, in any event, within two (2) Business Days after becoming a beneficiary, notify Canadian Agent thereof and, enter into a tri-party agreement with Canadian Agent and the issuer and/or confirmation bank with respect to letter-of-credit rights assigning such letter-of-credit rights to Canadian Agent and directing all payments thereunder to the Canadian Collection Account. Grantor also hereby authorizes Canadian Agent, for the benefit of Canadian Agent and Canadian Lenders, to file any such financing statements or financing change statements (or applicable similar instruments) without the signature of Grantor to the extent permitted by applicable law. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than cheques and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Canadian Agent immediately upon Grantor's receipt thereof.

Further Assurances; Pledge of Instruments; Chattel Paper. At any time and from time to time, upon the written request of Canadian Agent Purchaser and at the sole expense of GrantorGrantors, each Grantor shall promptly and duly execute and deliver any and all such further instruments and documents (including deeds of hypothec with respect to Collateral located in the Province of Quebec) and take such further actions as Canadian Agent Purchaser may deem desirable to obtain the full benefits of this Security Agreement and the other Loan Documents to which Grantor is a party and of the rights and powers herein and therein granted, including (iA) using its commercially reasonable best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Canadian Agent Purchaser of any License or Contract held by such Grantor or in which such Grantor has any rights not heretofore assignedand to enforce the security interests granted hereunder; and, (iiB) filing any financing or financing change continuation statements (or applicable similar instruments) under applicable law the Code with respect to the Security Interest Liens granted hereunder or any Liens granted under any other Loan Document Document, as to which Grantor is a party, (iii) unless Canadian Agent those jurisdictions that are not Uniform Commercial Code Jurisdictions. Unless Purchaser shall otherwise consent in writing (which consent may be revoked), delivering each Grantor shall deliver to Canadian Agent Purchaser all Collateral consisting of negotiable Documents of Titleneogitable Documents, certificated Securitiessecurities, Chattel Paper and Instruments (in each case, accompanied by share transfer stock powers, allonges or other instruments of transfer executed in blank) promptly after Grantor such Credit Party receives the same; notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, Grantor may retain for collection in the ordinary course of business all Chattel Paper or Instruments received by Grantor in the ordinary course of business, (iv) . Each Grantor shall, in accordance with the terms of the Credit Agreement, obtain or use its commercially reasonable best efforts to obtain, obtain waivers or subordinations of Liens from landlords and mortgagees mortgagees, and Grantor each Credit Party shall in all instances obtain signed acknowledgements of Canadian AgentPurchaser's Liens from bailees having possession of any Grantor's Goods that they hold for the benefit of Canadian AgentPurchaser. Exhibit 10.37 If required by the terms of the Credit Agreement and not wavied by Purchaser in writing (which waiver may be revoked), (v) in each Grantor shall obtain and authenticated Control Letters from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for any Grantor. In accordance with Annex C to the Credit Agreement, each Grantor shall obtain a blocked account, lockbox or similar agreement with each bank or financial institution insttitution holding a Deposit Account for such Grantor, and (vi) upon request by Canadian Agent, if . Each Grantor that is or becomes a the beneficiary of a letter of creditcredit shall promptly, it shall promptly and, and in any event, event within two (2) Business Days after becoming a beneficiary, notify Canadian Agent Purchaser thereof and, and enter into a tri-party agreement with Canadian Agent Purchaser and the issuer and/or confirmation bank with respect to letterLetter-of-credit rights Credit Rights assigning such letterLetter-of-credit rights Credit Rights to Canadian Agent Purchaser and directing all payments thereunder to the Canadian Collection Account, all in form and substance reasonably satisfactory to Purchaser. Each Grantor shall take all steps necessary to grant the Purchaser control of all electronic chattel paper in accordance with the Code and all "transferable records" as defined in each of the Uniform Electronic Transaction Act and the Electronic Signatures in Global and National Commerce Act. Each Grantor hereby irrevocably authorizes the Purchaser at any time and from time to time to file in any Uniform Commercial Code Jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code or such jurisdiction, or (ii) as being of an equal or lesser scope or within greater detail, and (b) contain any other information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Purchaser promptly upon request. Each Grantor also hereby authorizes Canadian Agent, ratifies its authorization for the benefit of Canadian Agent and Canadian Lenders, Purchaser to file have filed in any such Uniform Commercial Code Jurisdiction any initial financing statements or financing change statements (or applicable similar instruments) without the signature of Grantor amendments thereto if filed prior to the extent permitted date hereof. Each Grantor shall promptly, and in any event within two (2) Busines Days after the same is acquired by applicable law. If it, notify Purchaser of any amount payable under or commercial tort claim (as defined in connection with any of the Collateral is or shall become evidenced Code) acquired by any Instrumentit and unless otherwise consented by Purchaser, such InstrumentGrantor shall enter into a supplement to this Security Agreement, other than cheques and notes received granting to Purchaser a Lien in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Canadian Agent immediately upon Grantor's receipt thereof.such commercial tort claim. Exhibit 10.37