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

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of Agent and at the sole expense of Grantor, Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Agent may deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (i) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any Contract held by Grantor or in which Grantor has any rights not heretofore assigned, (ii) filing any financing or continuation statements under the Code with respect to the Liens granted hereunder or under any other Related Document, (iii) transferring Collateral to Agent's possession (for the benefit of Agent and Lenders) if such Collateral consists of Chattel Paper, Instruments or if a Lien on such Collateral can be perfected only by possession, or if requested by Agent, and (iv) obtaining, or using its best efforts to obtain, waivers of Liens, if any exist, from landlords and mortgagees in accordance with the Credit Agreement. Grantor also hereby authorizes Agent to file any such financing or continuation statements 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 checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Agent immediately upon Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of Agent Lender, and at the sole expense of Grantor, Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions action as Agent Lender may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (i) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any Contract held by Grantor or in which Grantor has any rights not heretofore assigned, (ii) filing any financing or continuation statements under the Code UCC with respect to the Liens liens and security interests granted hereunder or under any other Related Document, Loan Document and (iiiii) transferring Collateral to Agent's Lender’s possession (for the benefit of Agent and Lenders) if such Collateral consists of Chattel Paper, Instruments Paper or if a Lien on security interest in such Collateral can be perfected only by possession, or or, if requested by Agent, and (iv) obtaining, or using its best efforts to obtain, waivers of Liens, if any exist, from landlords and mortgagees in accordance with the Credit AgreementLender). Grantor also hereby authorizes Agent Lender to file any such financing or continuation statements statement 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 checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Agent Lender and delivered to Lender immediately upon Grantor's ’s receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of Agent Lender and at the sole expense of GrantorDebtor, Grantor Debtor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Agent Lender may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (i) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent Lender of any Contract license or contract held by Grantor Debtor or in which Grantor Debtor has any rights not heretofore assigned, (ii) filing any financing or continuation statements under the Code with respect to the Liens granted hereunder or under any other Related DocumentLoan Document (as defined in the Note), (iii) transferring Collateral to AgentLender's possession (for the benefit of Agent and Lenders) if such Collateral consists of Chattel Paper, Instruments or if a Lien on such Collateral can be perfected only by possession, or if requested by Agent, and (iv) obtaining, or using its best efforts to obtain, waivers of Liens, if any exist, from landlords and mortgagees in accordance with the Credit Agreementas may be reasonably requested by Lender. Grantor Debtor also hereby authorizes Agent Lender to file any such financing or continuation statements without the signature of Grantor Debtor 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 checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Agent Lender immediately upon GrantorDebtor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of Agent and at the sole expense of Grantor, Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Agent may deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (i) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any License or Contract held by Grantor or in which Grantor has any rights not heretofore assigned, (ii) filing any financing or continuation statements under the Code with respect to the Liens granted hereunder or under any other Related Loan Document, (iii) transferring Collateral to Agent's possession (for the benefit of Agent and Lenders) if such Collateral consists of Chattel Paper, Instruments (subject to the provisions of Section 4(d)) or if a Lien on such Collateral can be perfected only by possession, or if requested by Agent, and (iv) obtaining, or using its best efforts to obtain, waivers of Liens, if any exist, from landlords landlords, bailees, consignees and mortgagees in accordance with the Credit Agreement. Grantor also hereby authorizes Agent, for the benefit of Agent and Lenders, to file any such financing or continuation statements 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 checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Agent immediately upon Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of Agent Lender and at the sole expense of GrantorDebtor, Grantor Debtor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions action as Agent Lender may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (i) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent Lender of any License or Contract held by Grantor Debtor or in which Grantor Debtor has any -5- rights not heretofore assigned, (ii) filing any financing or continuation statements under the Code UCC with respect to the Liens liens and security interests granted hereunder or under any other Related Loan Document, (iii) transferring Collateral to AgentLender's possession (for the benefit of Agent and Lenders) if such Collateral consists of Chattel Paper, Instruments Paper or if a Lien on security interest in such Collateral can be perfected only by possession, or or, if requested by AgentLender), and (iv) obtaining, or using its best efforts to obtain, obtain waivers of Liens, if any exist, liens from landlords and mortgagees in accordance with the Credit Agreementmortgagees. Grantor Debtor also hereby authorizes Agent Lender to file any such financing or continuation statements statement without the signature of Grantor Debtor 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 checks and notes received in the ordinary course of businessbusiness (which shall be deposited to a Collection Account), shall be duly endorsed in a manner satisfactory to Agent Lender immediately upon GrantorDebtor's receipt thereofthereof and delivered to Lender.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of Agent and at the sole expense of Grantor, Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Agent may deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (i) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any License or Contract held by Grantor or in which Grantor has any rights not heretofore assigned, (ii) filing any financing or continuation statements under the Code with respect to the Liens granted hereunder or under any other Related Loan Document, (iii) transferring Collateral to Collateralto Agent's possession (for the benefit of Agent and Lenders) if such Collateral consists of Chattel Paper, Instruments (subject to the provisions of Section 4(d)) or if a Lien on such Collateral can be perfected only by possession, or if requested by Agent, and (iv) obtaining, or using its best efforts to obtain, waivers of Liens, if any exist, from landlords landlords, bailees, consignees and mortgagees in accordance with the Credit Agreement. Grantor also hereby authorizes Agent, for the benefit of Agent and Lenders, to file any such financing or continuation statements 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 checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Agent immediately upon Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of 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 Agent may reasonably 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 (i) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any Contract held by Grantor or in which Grantor has any rights not heretofore assigned, (ii) filing any financing or continuation statements (or the applicable equivalent) under the Code applicable law with respect to the Liens granted hereunder or under any other Related DocumentLoan Document to which Grantor is a party, and (iiiii) transferring Collateral to Agent's possession (for the benefit of Agent and Lenders) if such Collateral consists of Documents of Title, Securities, Investment Property, Chattel Paper, Instruments or if a Lien on such Collateral can be perfected only by possession, or if requested by Agent, and (iv) obtaining, or using its best efforts to obtain, waivers of Liens, if any exist, from landlords and mortgagees in accordance with the Credit Agreement. Grantor also hereby authorizes Agent, for the benefit of Agent and Lenders, to file any such financing or continuation statements (or the applicable equivalent) 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 checks cheques and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Agent immediately upon Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of Agent and at the sole expense of such Grantor, such Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Agent may deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (i) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of 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 continuation statements under the Code with respect to the Liens granted hereunder or under any other Related Loan Document, (iii) transferring Collateral to Agent's possession (for the benefit of Agent and Lenders) if such Collateral consists of Chattel Paper, Instruments or if a Lien on such Collateral can be perfected only by possession, or if requested by Agent, and (iv) obtaining, or using its best efforts to obtain, waivers of Liens, if any exist, from landlords and mortgagees in accordance with the Credit Agreement. Such Grantor also hereby authorizes Agent, for the benefit of Agent and Lenders, to file any such financing or continuation statements without the signature of such 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 checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Agent immediately upon such Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of Agent and at the sole expense of Grantor, Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions action as the Agent may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including including, without limitation, (i) using its best reasonable commercial efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any Contract agreements or license held by Grantor or in which Grantor has any rights not heretofore assigned, (ii) filing any financing or continuation statements under the Code UCC or other notices appropriate under applicable law with respect to the Liens security interests granted hereunder or under any other Related Documenthereby, (iii) transferring Collateral filing or cooperating with Agent in filing any forms or other documents required to be filed in any foreign jurisdiction or under any international treaty, required to secure or protect Agent's possession (for interest in the benefit of Agent and Lenders) if such Collateral consists of Chattel Paper, Instruments or if a Lien on such Collateral can be perfected only by possession, or if requested by AgentCollateral, and (iv) obtainingwithout limiting the generality of the foregoing, or using its best efforts Grantor shall, at Grantor's expense, take and cause to obtain, waivers be taken all such actions as Agent may reasonably request in order to perfect and continue the perfection of Liens, if any exist, from landlords the liens and mortgagees security interests granted to Agent in accordance with the Credit Agreement. Grantor also hereby authorizes Agent to file any such financing or continuation statements without the signature of Grantor to the extent permitted by applicable lawrelevant Collateral. If any amount payable under or in connection with any of the relevant Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Agent and delivered to Agent immediately upon Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of Agent the Secured Party and at the sole expense of Grantorthe Pledgors, Grantor each of the Pledgors shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions action as Agent the Secured Party may reasonably deem desirable to obtain for the Secured Party the full benefits of this Security Agreement and of the interests, rights and powers herein granted, including (i) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent the Secured Party of any Contract Collateral held by Grantor such Pledgor or in which Grantor such Pledgor has any rights not heretofore assigned, (ii) filing any financing or continuation statements under the Code with respect to the Liens liens and security interests intended to be granted hereunder or under any other Related Credit Transaction Document, and (iii) transferring Collateral to Agentthe Secured Party's possession (for the benefit of Agent and Lenders) if such Collateral consists of Chattel Paper, Instruments or if a Lien on security interest in such Collateral can be perfected only by possession, or if requested by Agent, and (iv) obtaining, or using its best efforts to obtain, waivers ). Each of Liens, if any exist, from landlords and mortgagees in accordance with the Credit Agreement. Grantor Pledgors also hereby authorizes Agent the Secured Party to file any such financing or continuation statements statement without the signature of Grantor such Pledgor 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 Instrumentinstrument, such Instrumentinstrument, other than checks and notes received in the ordinary course of businessbusiness (which shall be deposited to a Collection Account), shall be duly endorsed in a manner satisfactory to Agent immediately the Secured Party promptly upon Grantorsuch Pledgor's receipt thereofthereof and delivered to the Secured Party.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of Agent and at the sole expense of Grantor, Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Agent may deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (i) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any License or Contract held by Grantor or in which Grantor has any rights not heretofore assigned, (ii) filing any financing or continuation statements under the Code with respect to the Liens granted hereunder or under any other Related Loan Document, (iii) transferring Collateral to Agent's possession (for the benefit of Agent and Lenders) if such Collateral consists of Chattel Paper, Instruments or if a Lien on such Collateral can be perfected only by possession, or if requested by Agent, and (iv) obtaining, or using its best efforts to obtain, waivers of Liens, if any exist, from landlords and mortgagees in accordance with the Credit Agreementmortgagees. Grantor also hereby authorizes Agent, for the benefit of Agent and Lenders, to file any such financing or continuation statements 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 checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Agent immediately upon Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of Agent and at the sole expense of Grantor, Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Agent may deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (i) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any License or Contract held by Grantor or in which Grantor has any rights not heretofore assigned, (ii) filing any financing or continuation statements under the Code with respect to the Liens granted hereunder or under any other Related Loan Document, (iii) transferring Collateral to Agent's possession (for the benefit of Agent and Lenders) if such Collateral consists of Chattel Paper, Instruments (subject to the provisions of Section 4(d)) or if a Lien on such Collateral can be perfected only by possession, or if requested by Agent, and (iv) obtaining, or using its best efforts to obtain, waivers of Liens, if any exist, from landlords landlords, bailees, consignees and mortgagees in accordance with the Credit Agreement. Grantor also hereby authorizes Agent, for the benefit of Agent and Lenders, to file any such financing or continuation statements 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 checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Agent immediately upon Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of Agent and at the sole expense of each Grantor, such Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Agent may deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (i) using its best reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent Agent, for itself and the ratable benefit of Lenders, 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 continuation statements under the Code with respect to the Liens and security interests granted hereunder or under any other Related Loan Document, (iii) transferring Collateral to Agent's possession (for the benefit of Agent and Lenders) if such Collateral consists of Chattel Paper, Instruments or if a Lien on security interest in such Collateral can be perfected only by possession, or if requested by Agent, and (iv) obtaining, or using its best reasonable efforts to obtain, obtain waivers of Liens, if any exist, from landlords and mortgagees in accordance with mortgagees, but only to the extent required by the Credit Agreement. Each Grantor also hereby authorizes Agent Agent, for itself and the ratable benefit of Lenders, to file any such financing or continuation statements without the signature of any 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 checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Agent immediately upon a Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of Agent Lender, and at the sole expense of Grantor, Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions action as Agent Lender may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (i) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any Contract held by Grantor or in which Grantor has any rights not heretofore assigned, (ii) filing any financing or continuation statements under the Code UCC with respect to the Liens liens and security interests granted hereunder or under any other Related Document, Loan Document and (iiiii) transferring Collateral to AgentLender's possession (for the benefit of Agent and Lenders) if such Collateral consists of Chattel Paper, Instruments Paper or if a Lien on security interest in such Collateral can be perfected only by possession, or or, if requested by Agent, and (iv) obtaining, or using its best efforts to obtain, waivers of Liens, if any exist, from landlords and mortgagees in accordance with the Credit AgreementLender). Grantor also hereby authorizes Agent Lender to file any such financing or continuation statements statement 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 checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Agent Lender and delivered to Lender immediately upon Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of Agent the Initial Lender and at the sole expense of each Grantor, each Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Agent the Initial Lender in its reasonable judgment may deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (i) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent the Initial Lender 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 continuation statements under the Code UCC with respect to the Liens granted hereunder or under any other Related Loan Document, (iii) if requested by the Initial Lender, transferring Collateral to Agent's the Initial Lender’s possession (for the benefit of Agent and Lenders) if such Collateral consists of Chattel Paperchattel paper, Instruments instruments or if a Lien on such Collateral can be perfected only by possession, possession or if requested by Agentcontrol, and (iv) obtaining, or using its best efforts to obtain, obtain waivers of Liens, if any exist, from landlords and mortgagees in accordance with the Credit Agreementmortgagees. Each Grantor also hereby authorizes Agent the Initial Lender to file any such financing or continuation statements without the signature of such 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 checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Agent immediately upon Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of Agent the Initial Lender and at the sole expense of the Grantor, the Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Agent the Initial Lender in its reasonable judgment may deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (i) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent the Initial Lender of any License or Contract held by the Grantor or in which the Grantor has any rights not heretofore assigned, (ii) filing any financing or continuation statements under the Code UCC with respect to the Liens granted hereunder or under any other Related Loan Document, (iii) if requested by the Initial Lender, transferring Collateral to Agent's the Initial Lender’s possession (for the benefit of Agent and Lenders) if such Collateral consists of Chattel Paperchattel paper, Instruments instruments or if a Lien on such Collateral can be perfected only by possession, possession or if requested by Agentcontrol, and (iv) obtaining, or using its best efforts to obtain, obtain waivers of Liens, if any exist, from landlords and mortgagees in accordance with the Credit Agreementmortgagees. The Grantor also hereby authorizes Agent the Initial Lender to file any such financing or continuation statements without the signature of the 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 checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Agent immediately upon Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, time upon the written request consent of the Agent and at the sole expense of each Grantor, each Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as the Agent may deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including without limitation (i) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent the Agent, for the benefit of itself, the Banks and the Issuing Banks, of any Contract license or contract held by such Grantor or in to which such Grantor has any rights not heretofore assigned, (ii) filing any financing or continuation statements under the Code UCC with respect to the Liens and security interests granted hereunder or under any other Related Loan Document, (iii) transferring Collateral to the Agent's possession (for the benefit of Agent itself, the Banks and Lenders) the Issuing Banks (if such Collateral consists of Chattel Paper, Instruments Paper or if a Lien on security interest in such Collateral can be perfected only by possession, or if requested by Agent), and (iv) obtaining, or using its best efforts to obtain, obtain waivers of Liens, if any exist, from landlords and mortgagees in accordance with the Credit Agreementmortgagees. Each Grantor also hereby authorizes Agent the Agent, for the benefit of itself, the Banks and the Issuing Banks, to file any such financing or continuation statements without the signature of such 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 InstrumentInstruments, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Agent immediately upon Grantorsuch Xxxxxxx's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of Agent and at the sole expense of each Grantor, such Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Agent may deem desirable to obtain the full benefits of this Supplemental Security Agreement and of the rights and powers herein granted, including (i) using its best reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent Agent, for itself and the ratable benefit of Lenders, 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 continuation statements under the Code with respect to the Liens and security interests granted hereunder or under any other Related Loan Document, (iii) transferring Collateral to Agent's possession (for the benefit of Agent and Lenders) if such Collateral consists of Chattel Paper, Instruments or if a Lien on security interest in such Collateral can be perfected only by possession, or if requested by Agent, and (iv) obtaining, or using its best reasonable efforts to obtain, obtain waivers of Liens, if any exist, from landlords and mortgagees in accordance with mortgagees, but only to the extent required by the Credit Agreement. Each Grantor also hereby authorizes Agent Agent, for itself and the ratable benefit of Lenders, to file any such financing or continuation statements without the signature of any 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 checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Agent immediately upon a Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of Agent Lender, and at the sole expense of Grantor, Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions action as Agent Lender may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including including, without limitation, (ia) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent Lender of any Contract held by Grantor or in which Grantor has any rights not heretofore assigned, (iib) filing any financing or continuation statements under the Code UCC with respect to the Liens security interests granted hereunder or under any other Related Documenthereby, and (iiic) transferring Collateral to AgentLender's possession (for the benefit of Agent and Lenders) if such Collateral consists of Chattel Paper, Instruments or if a Lien on security interest in such Collateral can be perfected only by possession, or if requested by Agent, and (iv) obtaining, or using its best efforts to obtain, waivers of Liens, if any exist, from landlords and mortgagees in accordance with the Credit Agreement). Grantor also hereby authorizes Agent Lender to file any such financing or continuation statements statement without the signature of Grantor to the extent permitted by applicable lawGrantor. 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 checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Agent Lender and, subject to the rights of Boatmen's POS under the Boatmen's Merchant Agreement and MNB under the MNB Merchant Agreement, be delivered to Lender immediately upon Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of Agent Lender and at the sole expense of Grantor, Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Agent Lender may deem desirable reasonably request to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (i) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent Lender of any Contract Liquidation Sales Agreement, license or contract held by Grantor or in which Grantor has any rights not heretofore assigned, (ii) filing any financing or continuation statements under the Code with respect to the Liens granted hereunder or under any other Related Loan Document, and (iii) transferring Collateral to Agent's Lender’s possession (for the benefit of Agent and Lenders) if such Collateral consists of Chattel Paperchattel paper, Instruments instruments, letters of credit or investment property, or if a Lien on such Collateral can be perfected only by possession, or if requested by Agent, and (iv) obtaining, or using its best efforts to obtain, waivers of Liens, if any exist, from landlords and mortgagees in accordance with the Credit AgreementLender. Grantor also hereby authorizes Agent Lender to file any such financing or continuation statements to perfect or maintain a security interest in the Collateral without the signature of Grantor to the extent permitted by applicable law. Lender will provide Grantor with contemporaneous notice of any such filings. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrumentinstrument, such Instrumentinstrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Agent Lender immediately upon Grantor's ’s receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, time upon the written request consent of Agent the Trustee and at the sole expense of Grantorthe Company, Grantor the Company shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Agent the Trustee may deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including without limitation (i) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent the Trustee for the benefit of itself and the Holders, of any Contract license or contract held by Grantor the Company or in to which Grantor the Company has any rights not heretofore assigned, or any other General Intangible which by its terms is unassignable, (ii) filing any financing or continuation statements under the Code UCC with respect to the Liens and security interests granted hereunder or under any other Related Transaction Document, (iii) transferring Collateral to Agentthe Trustee's possession (for the benefit of Agent itself and Lenders) the Holders (if such Collateral consists of Chattel Paper, Instruments Paper or if a Lien on security interest in such Collateral can be perfected only by possession, or if requested by Agent, ) and (iv) obtaining, or using its best efforts to obtain, obtain waivers of Liens, if any exist, from landlords and mortgagees in accordance with the Credit AgreementIndenture. Grantor The Company also hereby authorizes Agent the Trustee, for the benefit of itself and the Holders to file any such financing or continuation statements without the signature of Grantor the Company to the extent permitted by applicable law. If any amount payable under or in connection with any of the Collateral collateral is or shall become evidenced by any Instrument, such InstrumentInstruments, other than checks and notes Securities received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Agent the Trustee immediately upon Grantorthe Company's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of Agent Lenders, and at the sole expense of Grantor, Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions action as Agent Lenders may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including including, without limitation, (ia) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent Lenders of any Contract held by Grantor or in which Grantor has any rights not heretofore assigned, (iib) filing any financing or continuation statements under the Code UCC with respect to the Liens security interests granted hereunder or under any other Related Documenthereby, and (iiic) transferring Collateral to Agent's Lenders' possession (for the benefit of Agent and Lenders) if such Collateral consists of Chattel Paper, Instruments or if a Lien on security interest in such Collateral can be perfected only by possession, or if requested by Agent, and (iv) obtaining, or using its best efforts to obtain, waivers of Liens, if any exist, from landlords and mortgagees in accordance with the Credit Agreement). Grantor also hereby authorizes Agent Lenders to file any such financing or continuation statements statement without the signature of Grantor to the extent permitted by applicable lawGrantor. 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 checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Agent Lenders and, subject to the rights of MNB under the MNB Merchant Agreement, be delivered to Lenders immediately upon Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of Agent Lender, and at the sole expense of GrantorGrantors, Grantor Grantors shall promptly and duly execute and deliver deliver, and have recorded, any and all such further instruments and documents and take such further actions action as Agent Lender may reasonably deem desirable necessary to obtain preserve and protect its lien in the full benefits of this Security Agreement and of the rights and powers herein grantedCollateral, including (i) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any Contract held by Grantor or in which Grantor has any rights not heretofore assignedincluding, without limitation, (iia) filing any financing or continuation statements under the Code UCC with respect to the Liens security interests granted hereunder or under any other Related Documenthereby, and (iiib) transferring Collateral to AgentLender's possession (for the benefit of Agent and Lenders) if such Collateral consists of Chattel Paper, Instruments or if a Lien on security interest in such Collateral can be perfected and free from an adverse claim only by possession, or if requested by Agent, and (iv) obtaining, or using its best efforts to obtain, waivers of Liens, if any exist, from landlords and mortgagees in accordance with the Credit Agreement). Grantor Grantors also hereby authorizes Agent authorize Lender, to the extent permitted by applicable law, to file any such financing or continuation statements statement (including consignment filings) without the signature of Grantor to the extent permitted by applicable lawGrantors. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any InstrumentInstrument or certificated security, such InstrumentInstrument or certificated security, other than checks and notes received in the ordinary course of Grantors' business, shall be duly endorsed in a manner satisfactory to Agent immediately Lender and delivered to Lender promptly upon such Grantor's receipt thereof, to be held as Collateral pursuant to this Guaranty and Security Agreement. Such Grantor shall maintain the security interest created by this Guaranty and Security Agreement as a perfected security interest prior to all other Liens on the Collateral except for Permitted Liens and shall defend such security interest against claims and demands of all Persons whomsoever.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of Agent and at the sole expense of such Grantor, such Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions action as the Collateral Agent may deem desirable reasonably request to obtain the full benefits of this Security Agreement and of the rights and powers herein grantedgranted herein, including which shall in any case include, but shall not be limited to: (ia) using its best commercially reasonable efforts if requested by the Collateral Agent to secure all consents and approvals necessary or appropriate for the assignment grant of a security interest to the Collateral Agent in any lease, license, contract or for the benefit of Agent of any Contract agreement held by such Grantor or in which such Grantor has any rights right or interest (or with respect to which such Grantor has any right or interest in the assets subject to such lease, license, contract or agreement) not heretofore assigned, ; (iib) authorizing the filing of and delivering and causing to be filed any financing or continuation statements under the Code UCC with respect to the Liens security interests granted hereunder or under any other Related Documenthereby; (c) at the Collateral Agent’s reasonable request, (iii) transferring such Grantor’s Collateral to the Collateral Agent's ’s possession (for the benefit of Agent and Lenders) if such Collateral consists of Chattel Paper, Instruments or if a Lien on security interest in such Collateral can be perfected only by possession); and (e) upon the Collateral Agent’s reasonable request, executing and delivering or causing to be delivered written notice to insurers of the Collateral Agent’s security interest in, or if requested by Agentclaim in or under, and any policy of insurance (iv) obtaining, or using its best efforts to obtain, waivers of Liens, if any exist, from landlords and mortgagees in accordance with the Credit Agreementincluding unearned premiums). Such Grantor also hereby authorizes the Collateral Agent to file any such financing or continuation statements statement 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 checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Agent immediately upon Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At Subject to the Subordination and Intercreditor Agreement, at any time and from time to time, upon the written request of Agent Xxxxxx and at the sole expense of Grantor, Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Agent Xxxxxx may deem xxxx desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (i) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent Xxxxxx of any License or Contract held by Grantor or in which Grantor has any rights not heretofore assigned, (ii) filing any financing or continuation statements under the Code with respect to the Liens granted hereunder or under any other Related Basic Document, (iii) transferring Collateral to Agent's Xxxxxx'x possession (for the benefit of Agent and Lenders) if such Collateral consists of Chattel Paper, Instruments or if a Lien on such Collateral can be perfected only by possession, or if requested by AgentXxxxxx, and (iv) obtaining, or using its best efforts to obtain, waivers of Liens, if any exist, from landlords and mortgagees in accordance with the Credit Reimbursement Agreement, other than Permitted Encumbrances. Grantor also hereby authorizes Agent Xxxxxx to file any such financing or continuation statements 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 checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Agent Xxxxxx immediately upon Grantor's receipt thereof.