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

Further Assurances; Pledge of Instruments. (i) At any time and from time to time, upon the request of Second Lien Agent and at the sole expense of Grantor, the Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Second Lien Agent may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (A) using its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the collateral assignment to or for the benefit of Second Lien Agent of any License or Contract held by the Grantor and to enforce the security interests granted hereunder; and (B) filing any financing or continuation statements under the Code with respect to the Liens granted hereunder or under any other Note Document as to those jurisdictions that are not Uniform Commercial Code jurisdictions. (ii) Unless Second Lien Agent shall otherwise consent in writing (which consent may be revoked), the Grantor shall deliver to Second Lien Agent all Collateral consisting of negotiable documents, certificated securities, and Instruments (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) which are not subject to Permitted Encumbrances, evidencing obligations in excess of $25,000 individually, promptly after such Note Party receives the same. (iii) The Grantor shall obtain or use its commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords of property on which material Collateral is located when and to the extent required by the Note Purchase Agreement. (iv) If required by the terms of the Note Purchase Agreement and not waived by Second Lien Agent in writing (which waiver may be revoked) or if requested by the Second Lien Agent or any Subordinated Note Purchaser, the Grantor shall use commercially reasonable efforts to obtain 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 the Grantor. (v) The Grantor shall obtain a deposit account control agreement with each bank or financial institution holding a Deposit Account (other than payroll accounts) for the Grantor to the extent required by the Note Purchase Agreement. (vi) The Grantor that is or becomes the beneficiary of a letter of credit having face amounts of $25,000 individually, or in the aggregate, or more shall promptly, and in any event within ten (10) Business Days after becoming a beneficiary, notify Second Lien Agent thereof and use commercially reasonable efforts to enter into a tri-party agreement with Second Lien Agent and the issuer and/or confirmation bank with respect to letter-of-credit rights assigning such letter-of-credit rights to Second Lien Agent and directing all payments thereunder to the collection account, all in form and substance reasonably satisfactory to Second Lien Agent. (vii) The Grantor shall take all steps reasonably necessary to grant the Second Lien Agent control of all electronic chattel paper in accordance with the Code and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (viii) The Grantor hereby irrevocably authorizes the Second Lien Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral is described as set forth in Section 2, hereof, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code or such jurisdiction, or as being of an equal or lesser scope or with 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 the Grantor is an organization, the type of organization and any organization identification number issued to the 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. The Grantor agrees to furnish any such information to the Second Lien Agent promptly upon request. The Grantor also ratifies its authorization for the Second Lien Agent to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. (ix) The Grantor shall promptly, and in any event within ten (10) Business Days after the same is acquired by it in which the claim exceeds $100,000, notify Second Lien Agent of any commercial tort claim (as defined in the Code) acquired by it and unless otherwise consented by Second Lien Agent, the Grantor shall enter into a supplement to this Security Agreement, granting to Second Lien Agent a Lien in such commercial tort claim. (x) Upon any Subsidiary becoming a Note Party pursuant to Section 7.9 of the Note Purchase Agreement, such Subsidiary shall concurrently become a party to this Security Agreement and grant to Second Lien Agent, for the benefit of the Subordinated Note Purchasers, a Lien upon all of such Subsidiary’s right, title and interest in, to and under all Collateral, then owned by or owing to, or thereafter acquired by or arising in favor of such Subsidiary.

Further Assurances; Pledge of Instruments. (i) At any time and from time to time, upon the request of Second First Lien Agent and at the sole expense of Grantor, the Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Second First Lien Agent may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (A) using its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the collateral assignment to or for the benefit of Second First Lien Agent of any License or Contract held by the Grantor and to enforce the security interests granted hereunder; and (B) filing any financing or continuation statements under the Code with respect to the Liens granted hereunder or under any other Note Document as to those jurisdictions that are not Uniform Commercial Code jurisdictions. (ii) Unless Second First Lien Agent shall otherwise consent in writing (which consent may be revoked), the Grantor shall deliver to Second First Lien Agent all Collateral consisting of negotiable documents, certificated securities, and Instruments (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) which are not subject to Permitted Encumbrances, evidencing obligations in excess of $25,000 individually, promptly after such Note Party receives the same. (iii) The Grantor shall obtain or use its commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords of property on which material Collateral is located when and to the extent required by the Note Purchase Agreement. (iv) If required by the terms of the Note Purchase Agreement and not waived by Second First Lien Agent in writing (which waiver may be revoked) or if requested by the Second First Lien Agent or any Subordinated Senior Note Purchaser, the Grantor shall use commercially reasonable efforts to obtain 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 the Grantor. (v) The Grantor shall obtain a deposit account control agreement with each bank or financial institution holding a Deposit Account (other than payroll accounts) for the Grantor to the extent required by the Note Purchase Agreement. (vi) The Grantor that is or becomes the beneficiary of a letter of credit having face amounts of $25,000 individually, or in the aggregate, or more shall promptly, and in any event within ten (10) Business Days after becoming a beneficiary, notify Second First Lien Agent thereof and use commercially reasonable efforts to enter into a tri-party agreement with Second First Lien Agent and the issuer and/or confirmation bank with respect to letter-of-credit rights assigning such letter-of-credit rights to Second First Lien Agent and directing all payments thereunder to the collection account, all in form and substance reasonably satisfactory to Second First Lien Agent. (vii) The Grantor shall take all steps reasonably necessary to grant the Second First Lien Agent control of all electronic chattel paper in accordance with the Code and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (viii) The Grantor hereby irrevocably authorizes the Second First Lien Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral is described as set forth in Section 2, hereof, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code or such jurisdiction, or as being of an equal or lesser scope or with 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 the Grantor is an organization, the type of organization and any organization identification number issued to the 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. The Grantor agrees to furnish any such information to the Second First Lien Agent promptly upon request. The Grantor also ratifies its authorization for the Second First Lien Agent to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. (ix) The Grantor shall promptly, and in any event within ten (10) Business Days after the same is acquired by it in which the claim exceeds $100,000, notify Second First Lien Agent of any commercial tort claim (as defined in the Code) acquired by it and unless otherwise consented by Second First Lien Agent, the Grantor shall enter into a supplement to this Security Agreement, granting to Second First Lien Agent a Lien in such commercial tort claim. (x) Upon any Subsidiary becoming a Note Party pursuant to Section 7.9 of the Note Purchase Agreement, such Subsidiary shall concurrently become a party to this Security Agreement and grant to Second First Lien Agent, for the benefit of the Subordinated Senior Note Purchasers, a Lien upon all of such Subsidiary’s right, title and interest in, to and under all Collateral, then owned by or owing to, or thereafter acquired by or arising in favor of such Subsidiary.