Common use of Supplements; Further Assurances Clause in Contracts

Supplements; Further Assurances. 5.1 Each Pledgor agrees that at any time and from time to time, at the expense of such Pledgor, such Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. 5.2 Each Pledgor further agrees that it will, upon obtaining any shares of any Person required to be pledged pursuant to Section 1.1 A(b) or 1.1(B)(b), promptly (and in any event within five (5) Business Days) deliver to Collateral Agent a pledge amendment, duly executed by the Pledgor, in substantially the form of Schedule III hereto (a “Pledge Amendment”), in respect of the additional Pledged Shares which are to be pledged pursuant to this Agreement. Each Pledgor hereby authorizes Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to Collateral Agent shall for all purposes hereunder be considered Pledged Collateral; provided, that, the failure of a Pledgor to execute a Pledge Amendment with respect to any additional Pledged Shares pursuant to this Agreement shall not impair the security interest of Collateral Agent therein or otherwise adversely affect the rights and remedies of Collateral Agent hereunder with respect thereto.

Supplements; Further Assurances. 5.1 Each 6.1 Pledgor agrees that at any time and from time to time, at the sole cost and expense of such Pledgor, such Pledgor will shall promptly execute and deliver all further instruments and documents, and take all further action, action that may be necessary or that Collateral Agent Trustee may reasonably request, in order to perfect protect the pledge and protect any security interest Lien granted or purported to be granted hereby or to enable Collateral Agent Trustee to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. 5.2 Each 6.2 Pledgor further agrees that it willshall, upon obtaining any shares Pledged Shares of any Person required to be pledged pursuant to Section 1.1 A(b) or 1.1(B)(b)Person, promptly (and in any event within five (5) Business Days) deliver to Collateral Agent Trustee a pledge amendment, duly executed by the Pledgor, in substantially the form of Schedule III Exhibit I hereto (each, a “"Pledge Amendment”"), in respect of the additional Pledged Shares which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional shares. Each Pledgor hereby authorizes Collateral Agent Trustee to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to Collateral Agent Trustee shall for all purposes hereunder be considered Pledged Collateral; providedCollateral from and after the date of such Pledge Amendment. All certificates, that, the failure of a Pledgor to execute a Pledge Amendment with respect to instruments or other documents evidencing or representing any additional Pledged Shares pursuant hereinafter acquired by Pledgor shall forthwith after issuance be delivered to this Agreement shall not impair and remain in the security interest custody of Collateral Agent therein Trustee or otherwise adversely affect the rights and remedies of Collateral Agent hereunder with respect theretoits nominee.

Supplements; Further Assurances. 5.1 Each (a) Pledgor agrees that at any time and from time to time, at the sole cost and expense of such Pledgor, such Pledgor will shall promptly execute and deliver all further instruments and documents, including, without limitation, supplemental or additional UCC1 financing statements, and take all further action, action that may be necessary or that Collateral Agent the Trustee may reasonably request, in order to perfect and protect any the pledge, security interest and Lien granted or purported to be granted hereby or to enable Collateral Agent the Trustee to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. 5.2 Each (b) Pledgor further agrees that it willshall, upon obtaining any shares additional Pledged Shares of any Person required to be pledged pursuant to Section 1.1 A(b) or 1.1(B)(b)Insight Ohio, promptly (and in any event within five (5) Business Days) deliver to Collateral Agent the Trustee a pledge amendment, duly executed by the Pledgor, in substantially the form of Schedule III Exhibit 1 hereto (each, a “"Pledge Amendment”"), in respect --------- of the additional Pledged Shares which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional shares. Each Pledgor hereby authorizes Collateral Agent the Trustee to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to Collateral Agent the Trustee shall for all purposes hereunder be considered Pledged Collateral; provided, that, the failure of a Pledgor to execute a Pledge Amendment with respect to any additional Pledged Shares pursuant to this Agreement shall not impair the security interest of Collateral Agent therein or otherwise adversely affect the rights and remedies of Collateral Agent hereunder with respect thereto.

Supplements; Further Assurances. 5.1 (a) The Pledgors shall cause each person that, from time to time after the date hereof, shall be required to pledge any assets to Collateral Agent for the benefit of the Secured Parties pursuant to the provisions of the Credit Agreement, to execute and deliver to Collateral Agent a Joinder Agreement and, upon such execution and delivery, such person shall constitute a “Guarantor” and a “Pledgor” for all purposes hereunder with the same force and effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this Agreement. (b) Upon obtaining any Pledged Equity Interests or Pledged Intercompany Debt of any person, each Pledgor shall accept the same in trust for the benefit of Collateral Agent and forthwith deliver to Collateral Agent a Perfection Certificate Supplement, and the certificates and other documents required under this Article III in respect of the additional Pledged Equity Interests, Pledged Intercompany Debt or other possessory Security Agreement Collateral that is to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Equity Interests or Pledged Intercompany Debt. (c) Each Pledgor agrees that at any time to take such further actions, and from time to time, at the expense of such Pledgor, such Pledgor will promptly execute and deliver all further instruments to Collateral Agent such additional assignments, agreements, supplements, powers and documentsinstruments, and take all further action, that may be necessary or that as Collateral Agent may reasonably requestin its reasonable judgment deem necessary or appropriate, in order to perfect perfect, preserve and protect any the security interest in the Security Agreement Collateral as provided herein and the rights and interests granted or purported to be granted hereby Collateral Agent hereunder, to carry into effect the purposes hereof or to enable better assure and confirm unto Collateral Agent or permit Collateral Agent to exercise and enforce its rights rights, powers and remedies hereunder with respect to any Pledged Security Agreement Collateral. 5.2 Each . By way of example, such actions may include appearing in and defending any action or proceeding, at Collateral Agent’s request, that may affect such Pledgor’s title to or Collateral Agent’s security interest in all or any part of the Security Agreement Collateral. Upon the reasonable request of Collateral Agent, each Pledgor shall further agrees that it willmake, upon obtaining any shares of any Person required to be pledged pursuant to Section 1.1 A(b) execute, endorse, acknowledge, file or 1.1(B)(b), promptly (and in any event within five (5) Business Days) refile or deliver to Collateral Agent from time to time such lists, descriptions and designations of the Security Agreement Collateral, copies of warehouse receipts, receipts in the nature of warehouse receipts, bills of lading, documents of title, vouchers, invoices, schedules, confirmatory assignments, supplements, additional security agreements, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments. If a pledge amendmentDefault has occurred and is continuing, duly executed by Collateral Agent may institute and maintain, in its own name or in the name of any Pledgor, in substantially the form of Schedule III hereto (a “Pledge Amendment”), in respect of the additional Pledged Shares which are to be pledged pursuant to this Agreement. Each Pledgor hereby authorizes such suits and proceedings as Collateral Agent deems necessary or expedient to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on prevent any Pledge Amendment delivered to Collateral Agent shall for all purposes hereunder be considered Pledged Collateral; provided, that, the failure impairment of a Pledgor to execute a Pledge Amendment with respect to any additional Pledged Shares pursuant to this Agreement shall not impair the security interest in or the perfection thereof in the Security Agreement Collateral. All of the foregoing shall be at the sole cost and expense of the Pledgors. (d) For the avoidance of doubt, the Pledgors and Collateral Agent therein acknowledge that this Agreement is intended to grant to Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing Lien on the Security Agreement Collateral, and does not constitute a present assignment of ownership rights, a transfer of ownership or title to any Security Agreement Collateral, except as otherwise adversely affect provided herein following the rights occurrence and remedies during the continuance of an Event of Default. Unless an Event of Default shall have occurred and be continuing, Collateral Agent hereunder agrees from time to time to deliver, upon written request of any Pledgor and at such Pledgor’s sole cost and expense (including reasonable expenses of counsel to, among other things, review the effect thereof on Collateral Agent’s security interest granted hereunder), any and all instruments, certificates or other documents, in a form reasonably requested by such Pledgor, necessary or appropriate in the reasonable judgment of such Pledgor to enable such Pledgor to continue to exploit, license, use and protect the Security Agreement Collateral in accordance with respect theretothe terms hereof and of the Credit Agreement.

Supplements; Further Assurances. 5.1 Each (a) Pledgor agrees that at any time and from time to time, at the sole cost and expense of such Pledgor, such Pledgor will shall promptly execute and deliver all further instruments and documents, including, without limitation, supplemental or additional UCC-1 financing statements, and take all further action, action that may be necessary or that Collateral Agent may reasonably request, in order to perfect and protect any the pledge, security interest and Lien granted or purported to be granted hereby or to enable Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral.. DRAFT: March 21, 1997 H:\WPCDOCS\1186\141481 5.2 Each (b) Pledgor further agrees that it willshall, upon obtaining any shares Pledged Shares or Intercompany Notes of any Person required to be pledged pursuant to Section 1.1 A(b) or 1.1(B)(b)Person, promptly (and in any event within five (5) Business Days) deliver to Collateral Agent a pledge amendment, duly executed by the Pledgor, in substantially the form of Schedule III Exhibit 1 hereto (each, a “"Pledge Amendment”"), in respect of the additional Pledged Shares or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional shares. Each Pledgor hereby authorizes Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares or Intercompany Notes listed on any Pledge Amendment delivered to Collateral Agent shall for all purposes hereunder be considered Pledged Collateral; provided, that, the failure of a Pledgor to execute a Pledge Amendment with respect to any additional Pledged Shares pursuant to this Agreement shall not impair the security interest of Collateral Agent therein or otherwise adversely affect the rights and remedies of Collateral Agent hereunder with respect thereto.

Supplements; Further Assurances. 5.1 Each The Pledgor agrees that at any time and from time to time, at the expense of such the Pledgor, such the Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. 5.2 Each . The Pledgor further agrees that it will, upon obtaining any shares of any Person required to be pledged pursuant to Section 1.1 A(bSections 1(ii) or 1.1(B)(b1(iii), promptly (and in any event within five (5) Business Days) deliver to the Collateral Agent a pledge amendment, duly executed by the Pledgor, in substantially the form of Schedule III II hereto (a “"Pledge Amendment”"), in respect of the additional Pledged Shares which are to be pledged pursuant to this Agreement. Each The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral; provided, that, the failure of a Pledgor to execute a Pledge Amendment with respect to any additional Pledged Shares pursuant to this Agreement shall not impair the security interest of Collateral Agent therein or otherwise adversely affect the rights and remedies of Collateral Agent hereunder with respect thereto.

Supplements; Further Assurances. 5.1 Each Pledgor agrees that at any time and from time to time, at the expense of such Pledgor, such Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. 5.2 Each Pledgor further agrees that it will, upon obtaining any shares of any Person required to be pledged pursuant to Section 1.1 A(b1.1(B) or 1.1(B)(b1.2(B), promptly (and in any event within five (5) Business DaysDays (or such longer period as may be reasonably agreed to by the Collateral Agent)) deliver to Collateral Agent a pledge amendment, duly executed by the Pledgor, in substantially the form of Schedule III hereto (a “Pledge Amendment”), in respect of the additional Pledged Shares which are to be pledged pursuant to this Agreement. Each Pledgor hereby authorizes Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to Collateral Agent shall for all purposes hereunder be considered Pledged Collateral; provided, that, the failure of a Pledgor to execute a Pledge Amendment with respect to any additional Pledged Shares pursuant to this Agreement shall not impair the security interest of Collateral Agent therein or otherwise adversely affect the rights and remedies of Collateral Agent hereunder with respect thereto.

Supplements; Further Assurances. 5.1 Each Pledgor agrees that at any time and from time to time, at the expense of such Pledgor, such Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. 5.2 Each Pledgor further agrees that it will, upon obtaining any shares of any Person required to be pledged pursuant to Section 1.1 A(b1.1A(b) or 1.1(B)(b), promptly (and in any event within five (5) Business Days) deliver to Collateral Agent a pledge amendment, duly executed by the Pledgor, in substantially the form of Schedule III hereto (a “Pledge Amendment”), in respect of the additional Pledged Shares which are to be pledged pursuant to this Agreement. Each Pledgor hereby authorizes Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to Collateral Agent shall for all purposes hereunder be considered Pledged Collateral; provided, that, the failure of a Pledgor to execute a Pledge Amendment with respect to any additional Pledged Shares pursuant to this Agreement shall not impair the security interest of Collateral Agent therein or otherwise adversely affect the rights and remedies of Collateral Agent hereunder with respect thereto.

Supplements; Further Assurances. 5.1 Each Pledgor agrees that at any time and from time to time, at the expense of such Pledgor, such Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. 5.2 Each Pledgor further agrees that it will, upon obtaining any shares of any Person required to be pledged pursuant to Section 1.1 A(b1.1A(b) or 1.1(B)(b), promptly (and in any event within five (5) Business Days) deliver to the Collateral Agent a pledge amendment, duly executed by the Pledgor, in substantially the form of Schedule SCHEDULE III hereto (a “Pledge Amendment”"PLEDGE AMENDMENT"), in respect of the additional Pledged Shares which are to be pledged pursuant to this Agreement. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral; provided, that, the failure of a Pledgor to execute a Pledge Amendment with respect to any additional Pledged Shares pursuant to this Agreement shall not impair the security interest of Collateral Agent therein or otherwise adversely affect the rights and remedies of Collateral Agent hereunder with respect thereto.

Supplements; Further Assurances. 5.1 Each Pledgor agrees that at any time and from time to time, at the expense of such Pledgor, such Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. 5.2 Each Pledgor further agrees that it will, upon obtaining any shares of any Person required to be pledged pursuant to Section 1.1 A(b1.1A(b) or 1.1(B)(b), promptly (and in any event within five (5) Business Days) deliver to the Collateral Agent a pledge amendment, duly executed by the Pledgor, in substantially the form of Schedule III hereto (a “"Pledge Amendment”"), in respect of the additional Pledged Shares which are to be pledged pursuant to this Agreement. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral; provided, that, the failure of a Pledgor to execute a Pledge Amendment with respect to any additional Pledged Shares pursuant to this Agreement shall not impair the security interest of Collateral Agent therein or otherwise adversely affect the rights and remedies of Collateral Agent hereunder with respect thereto.

Supplements; Further Assurances. 5.1 Each (a) Pledgor agrees that at any time and from time to time, at the sole cost and expense of such Pledgor, such Pledgor will shall promptly execute and deliver all further instruments and documents, including, without limitation, supplemental or additional UCC-1 financing statements, and take all further action, action that may be necessary or that Collateral Agent may reasonably request, in order to perfect and protect any the pledge, security interest and Lien DRAFT: March 21, 1997 8:47AM H:\WPCDOCS\1186\141491 granted or purported to be granted hereby or to enable Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. 5.2 Each (b) Pledgor further agrees that it willshall, upon obtaining any shares Pledged Shares of any Person required to be pledged pursuant to Section 1.1 A(b) or 1.1(B)(b)Person, promptly (and in any event within five (5) Business Days) deliver to Collateral Agent a pledge amendment, duly executed by the Pledgor, in substantially the form of Schedule III Exhibit 1 hereto (each, a “"Pledge Amendment”"), in respect of the additional Pledged Shares which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional shares. Each Pledgor hereby authorizes Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to Collateral Agent shall for all purposes hereunder be considered Pledged Collateral; provided, that, the failure of a Pledgor to execute a Pledge Amendment with respect to any additional Pledged Shares pursuant to this Agreement shall not impair the security interest of Collateral Agent therein or otherwise adversely affect the rights and remedies of Collateral Agent hereunder with respect thereto.

Supplements; Further Assurances. 5.1 Each The Pledgor agrees that at any time and from time to time, at the expense of such the Pledgor, such the Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. 5.2 Each . The Pledgor further agrees that it will, upon obtaining any shares of any Person required to be pledged pursuant to Section 1.1 A(bSections 1A(ii) or 1.1(B)(b1A(iii), promptly (and in any event within five (5) Business Days) deliver to the Collateral Agent a pledge amendment, duly executed by the Pledgor, in substantially the form of Schedule III II hereto (a “Pledge Amendment”"PLEDGE AMENDMENT"), in respect of the additional Pledged Shares which are to be pledged pursuant to this Agreement. Each The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral; provided, that, the failure of a Pledgor to execute a Pledge Amendment with respect to any additional Pledged Shares pursuant to this Agreement shall not impair the security interest of Collateral Agent therein or otherwise adversely affect the rights and remedies of Collateral Agent hereunder with respect thereto.

Supplements; Further Assurances. 5.1 (a) Each Pledgor agrees that at any time and from time to time, at the sole cost and expense of such Pledgor, such Pledgor will shall promptly execute and deliver all further instruments and documents, including, without limitation, supplemental or additional UCC-1 financing statements, and take all further action, action that may be necessary or that Collateral Agent Trustee may reasonably request, in order to perfect and protect any the pledge, security interest and Lien granted or purported to be granted hereby or to enable Collateral Agent Trustee to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. 5.2 (b) Each Pledgor further agrees that it willshall, upon obtaining any shares Pledged Shares of any Person required to be pledged pursuant to Section 1.1 A(b) or 1.1(B)(b)Person, promptly (and in any event within five (5) Business Days) deliver to Collateral Agent Trustee (i) a pledge amendment, duly executed by the such Pledgor, in substantially the form of Schedule III Exhibit I hereto (each, a “"Pledge Amendment”"), in respect of the additional Pledged Shares which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional shares and (ii) reasonable notification that Pledgor is delivering to Pledgee such additional shares. Each Pledgor hereby authorizes Collateral Agent Trustee to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to Collateral Agent Trustee shall for all purposes hereunder be considered Pledged Collateral; provided, that, Collateral from and after the failure date of a Pledgor to execute a such Pledge Amendment with respect to any additional Pledged Shares pursuant to this Agreement shall not impair the security interest of Collateral Agent therein or otherwise adversely affect the rights and remedies of Collateral Agent hereunder with respect theretoAmendment.

Supplements; Further Assurances. 5.1 Each Pledgor agrees that at any time and from time to time, at the expense of such the Pledgor, such each Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. 5.2 . Each Pledgor further agrees that it will, upon obtaining any shares of any Person required to be pledged pursuant to Section 1.1 A(bSections 1(ii) or 1.1(B)(b1(iii), promptly (and in any event within five (5) Business Days) deliver to the Collateral Agent a pledge amendment, duly executed by the such Pledgor, in substantially the form of Schedule III II hereto (a “Pledge Amendment”"PLEDGE AMENDMENT"), in respect of the additional Pledged Shares which are to be pledged pursuant to this Agreement. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral; provided, that, the failure of a Pledgor to execute a Pledge Amendment with respect to any additional Pledged Shares pursuant to this Agreement shall not impair the security interest of Collateral Agent therein or otherwise adversely affect the rights and remedies of Collateral Agent hereunder with respect thereto.