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

Further Assurances; Pledge of Instruments. At any time and from time to time at the sole expense of the Company, the Company shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as are necessary to obtain the full benefits of this Agreement and of the rights and powers herein granted, including without limitation (i) upon the written request of the Trustee, using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Trustee for the benefit of itself and the Holders, of any license or contract held by the Company or to which the Company has any rights not heretofore assigned, or any other General Intangible which by its terms is unassignable, (ii) in accordance with Section 5.02 of the Indenture, filing any financing or continuation statements under the UCC with respect to the Liens and security interests granted hereunder or under any other Transaction Document, (iii) transferring Collateral to the Trustee's possession for the benefit of itself and the Holders (if a security interest in such Collateral can be perfected only by possession, but not including any Collateral consisting of Chattel Paper, which shall remain in the Company's possession in accordance with Section 4.12 hereof) and (iv) using its best efforts to obtain waivers of Liens, if any exist, from landlords and mortgagees in accordance with the Indenture. The Company also hereby authorizes the Trustee, for the benefit of itself and the Holders to file any such financing or continuation statements without the signature of the Company 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 Instruments, other than checks and Securities received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Trustee immediately upon the Company's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from ----------------------------------------- time to time time, upon the written request of Agent or, in the case of Current Collateral, Revolving Credit Agent, and at the sole expense of the CompanyBorrower, the Company Borrower shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions action as are necessary Agent or, if applicable, Revolving Credit Agent, may reasonably deem desirable to obtain the full benefits of this Agreement and of the rights and powers herein granted, including without limitation (i) upon the written request of the Trustee, using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Trustee for the benefit of itself and the Holders, Agent of any license License (including, but not limited to software licenses) or contract Contract held by the Company Borrower or to in which the Company Borrower has any rights not heretofore assigned, or any other General Intangible which by its terms is unassignable, (ii) in accordance with Section 5.02 of the Indenture, filing any financing or continuation statements under the UCC Code with respect to the Liens liens and security interests granted hereunder or under any other Transaction Loan Document, (iii) transferring Collateral to the TrusteeAgent's or Revolving Credit Agent's possession for the benefit (if such Collateral consists of itself and the Holders (Documents, Instruments or Chattel Paper or if a security interest in such Collateral can be perfected only by possession, but not including or if requested by Agent or Revolving Credit Agent though the parties hereto agree and understand that for perfection purposes in such Collateral, any possession of such Collateral consisting by Revolving Credit Agent shall be as agent for and on behalf of Chattel Paper, which shall remain in the Company's possession in accordance with Section 4.12 hereofAgent) and (iv) using its best efforts to obtain waivers of Liens, if any exist, liens from landlords and mortgagees (it being understood that Agent or Revolving Credit Agent in accordance with their discretion may establish reasonable reserves against availability under this Agreement until the Indenturesame have been obtained). The Company Borrower also hereby authorizes the Trustee, for the benefit each of itself Agent and the Holders Revolving Credit Agent to file any such financing or continuation statements statement without the signature of the Company Borrower 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 InstrumentsInstrument, other than checks and Securities notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Trustee Agent and immediately upon the CompanyBorrower's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from ----------------------------------------- time to time time, upon the written request of Agent and at the sole expense of the CompanyBorrower, the Company Borrower shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions action as are necessary Agent may reasonably deem desirable to obtain the full benefits of this Agreement and of the rights and powers herein granted, including without limitation (i) upon the written request of the Trustee, using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Trustee for the benefit of itself and the Holders, Agent of any license License (including, but not limited to software licenses) or contract Contract held by the Company Borrower or to in which the Company Borrower has any rights not heretofore assigned, or any other General Intangible which by its terms is unassignable, (ii) in accordance with Section 5.02 of the Indenture, filing any financing or continuation statements under the UCC Code with respect to the Liens liens and security interests granted hereunder or under any other Transaction Loan Document, (iii) transferring Collateral to the TrusteeAgent's possession for the benefit (if such Collateral consists of itself and the Holders (Documents, Instruments or Chattel Paper or if a security interest in such Collateral can be perfected only by possession, but not including any Collateral consisting of Chattel Paper, which shall remain in the Company's possession or if requested by Agent) (except as otherwise required by Revolving Lender in accordance with Section 4.12 hereofthe terms of the Subordination Agreement between Agent and Revolving Lender) and (iv) using its best efforts to obtain waivers of Liens, if any exist, liens from landlords and mortgagees (it being understood that Agent in accordance with its discretion may establish a reasonable reserve against availability under this Agreement until the Indenturesame have been obtained). The Company Borrower also hereby authorizes the Trustee, for the benefit of itself and the Holders Agent to file any such financing or continuation statements statement without the signature of the Company Borrower 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 InstrumentsInstrument, other than checks and Securities notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Trustee Agent immediately upon the CompanyBorrower's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from ----------------------------------------- time to time time, upon the written request of Agent and at the sole expense of the Companyeach Grantor, the Company such Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as are necessary Agent may deem desirable to obtain the full benefits of this Supplemental Security Agreement and of the rights and powers herein granted, including without limitation (i) upon the written request of the Trustee, using its best reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Trustee Agent, for the benefit of itself and the Holdersratable benefit of Lenders, of any license License or contract Contract held by the Company such Grantor or to in which the Company such Grantor has any rights not heretofore assigned, or any other General Intangible which by its terms is unassignable, (ii) in accordance with Section 5.02 of the Indenture, filing any financing or continuation statements under the UCC Code with respect to the Liens and security interests granted hereunder or under any other Transaction Loan Document, (iii) transferring Collateral to the TrusteeAgent's possession (for the benefit of itself Agent and the Holders (Lenders) if such Collateral consists of Chattel Paper, Instruments or if a security interest in such Collateral can be perfected only by possession, but not including any Collateral consisting of Chattel Paperor if requested by Agent, which shall remain in the Company's possession in accordance with Section 4.12 hereof) and (iv) using its best reasonable efforts to obtain waivers of Liens, if any exist, from landlords and mortgagees in accordance with mortgagees, but only to the Indentureextent required by the Credit Agreement. The Company Each Grantor also hereby authorizes the TrusteeAgent, for the benefit of itself and the Holders ratable benefit of Lenders, to file any such financing or continuation statements without the signature of the Company any Grantor 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 InstrumentsInstrument, other than checks and Securities notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Trustee Agent immediately upon the Companya Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time ----------------------------------------- to time time, upon the written request of Lender and at the sole expense of the CompanyBorrower, the Company Borrower shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions action as are necessary Lender may reasonably deem desirable to obtain the full benefits of this Agreement and of the rights and powers herein granted, including without limitation (i) upon the written request of the Trustee, using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Trustee for the benefit of itself and the Holders, Lender of any license License (including, but not limited to software licenses) or contract Contract held by the Company Borrower or to in which the Company Borrower has any rights not heretofore assigned, or any other General Intangible which by its terms is unassignable, (ii) in accordance with Section 5.02 of the Indenture, filing any financing or continuation statements under the UCC Code with respect to the Liens liens and security interests granted hereunder or under any other Transaction Loan Document, (iii) transferring Collateral to the TrusteeLender's possession for the benefit (if such Collateral consists of itself and the Holders (Documents, Instruments or Chattel Paper or if a security interest in such Collateral can be perfected only by possession, but not including any Collateral consisting of Chattel Paper, which shall remain in the Company's possession in accordance with Section 4.12 hereofor if requested by Lender) and (iv) using its best efforts to obtain waivers of Liens, if any exist, liens from landlords and mortgagees (it being understood that Lender in accordance with its discretion may establish a reasonable reserve against availability under this Agreement until the Indenturesame have been obtained). The Company Borrower also hereby authorizes the Trustee, for the benefit of itself and the Holders Lender to file any such financing or continuation statements statement without the signature of the Company Borrower 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 InstrumentsInstrument, other than checks and Securities notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Trustee Lender immediately upon the CompanyBorrower's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time time, upon the written request of Lender and at the sole expense of such Grantor, and without any requirement of notice t or approval of the CompanyBankruptcy Court, the Company such Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as are necessary Lender may deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including without limitation (i) upon the written request of the Trustee, using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Trustee for the benefit of itself and the Holders, Lender of any license License or contract Contract held by the Company such Grantor or to in which the Company such Grantor has any rights not heretofore assigned, or any other General Intangible which by its terms is unassignable, (ii) in accordance with Section 5.02 of the Indenture, filing any financing or continuation statements under the UCC Code with respect to the Liens and security interests granted hereunder or under any other Transaction Loan Document, (iii) transferring Collateral to the TrusteeLender's possession for the benefit if such Collateral consists of itself and the Holders (Chattel Paper, Instruments or letters of credit or if a security interest in Lien on such Collateral can be perfected only by possession, but not including any Collateral consisting of Chattel Paperor if otherwise requested by Lender, which shall remain in the Company's possession in accordance with Section 4.12 hereof) and (iv) obtaining, or using its best efforts to obtain obtain, a Control Letter from any issuer or securities intermediary with respect to Investment Property of such Grantor, and (v) obtaining, or using its best efforts to obtain, waivers of Liens, if any exist, from landlords and mortgagees in accordance with the IndentureCredit Agreement. The Company Such Grantor also hereby authorizes the Trustee, for the benefit of itself and the Holders Lender to file any such financing or continuation statements without the signature of the Company such Grantor 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 InstrumentsInstrument, other than checks and Securities notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Trustee Lender immediately upon the Companysuch Grantor's receipt thereofthereof and promptly delivered to Lender.

Further Assurances; Pledge of Instruments. At any time and from time to time and at the sole expense of the CompanyGuarantors, the Company each Guarantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as are necessary to obtain the full benefits of this Agreement and of the rights and powers herein granted, including without limitation (i) upon the written request of the Trustee, using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Trustee for the benefit of itself and the Holders, of any license or contract held by the Company such Guarantor or to which the Company such Guarantor has any rights not heretofore assigned, or any other General Intangible which by its terms is unassignable, (ii) in accordance with Section 5.02 of the Indenture, filing any financing or continuation statements under the UCC with respect to the Liens and security interests granted hereunder or under any other Transaction Document, (iii) transferring Collateral to the Trustee's possession for the benefit of itself and the Holders (if a security interest in such Collateral can be perfected only by possession, but not including any Collateral consisting of Chattel Paper, which shall remain in the Companysuch Guarantor's possession in accordance with Section 4.12 hereof) and (iv) using its best efforts to obtain waivers of Liens, if any exist, from landlords and mortgagees in accordance with the Indenture. The Company Each Guarantor also hereby authorizes the Trustee, for the benefit of itself and the Holders to file any such financing or continuation statements without the signature of the Company such Guarantor 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 Instruments, other than checks and Securities received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Trustee immediately upon the Companysuch Guarantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time at upon the sole expense request of the CompanyLender, the Company Grantor shall promptly and duly execute and deliver to Lender any and all such further instruments security agreements, pledges, assignments, endorsements of certificates of title and bailee acknowledgments (together with any and all financing statements, including, without limitation, any amendments thereto and any “in lieu” continuation statements, which Lender deems necessary in its sole discretion, each of the foregoing, an “Additional Documents”) that Lender may request in its sole discretion, each in form and substance satisfactory to Lender, to perfect and continue perfected or to better perfect the Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), and all other documents that Lender may request in its sole discretion in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. Grantor shall also take such further actions as are necessary Lender may reasonably request to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including without limitation (i) upon the written request of the Trustee, using its best commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Trustee for the benefit of itself and the Holders, Lender of any Liquidation Sales Agreement, license or contract held by the Company Grantor or to in which the Company Grantor has any rights not heretofore assigned, or any other General Intangible which by its terms is unassignable, (ii) in accordance with Section 5.02 of the Indenture, filing any financing or continuation statements under the UCC with respect to the Liens and security interests granted hereunder or under any other Transaction Document, (iii) transferring Collateral to the Trustee's possession for the benefit of itself and the Holders (if a security interest in such Collateral can be perfected only by possession, but not including any Collateral consisting of Chattel Paper, which shall remain in the Company's possession in accordance with Section 4.12 hereof) and (iv) using its best efforts to obtain waivers of Liens, if any exist, from landlords and mortgagees in accordance with the Indenture. The Company assigned Grantor also hereby authorizes the Trustee, for the benefit of itself and the Holders Lender to file any such financing or continuation statements to perfect or maintain a security interest in the Collateral without the signature of the Company Grantor to the maximum 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 Collateral is or shall become evidenced by any Instrumentinstrument, such Instrumentsinstrument, other than checks and Securities notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Trustee immediately Lender promptly upon the Company's Grantor’s receipt thereof.