Common use of Supplements; Further Assurances Clause in Contracts

Supplements; Further Assurances. (a) Each Pledgor agrees that at any time and from time to time, at the sole cost and expense of such Pledgor, such Pledgor shall prepare or cause to be prepared and 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 that may be necessary or that the Trustee may reasonably request, in order to perfect and protect the pledge, security interest and Lien granted or purported to be granted hereby or to enable the Trustee to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral, and a copy of any such filing shall be delivered to the Trustee. In addition, upon the reasonable request of the Trustee, the Pledgors shall provide to the Trustee an Opinion of Counsel, in form and substance satisfactory to the Trustee, confirming the perfection of the security interest and Lien as to the Pledged Collateral. (b) Each Pledgor shall, upon obtaining any Pledged Shares of any Person, promptly (and in any event within five Business Days) deliver to the Trustee a pledge amendment, duly executed by such Pledgor, in substantially the form of EXHIBIT A 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 the Trustee to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to the Trustee shall for all purposes hereunder be considered Pledged Collateral.

Supplements; Further Assurances. (ai) Each Pledgor agrees that at any time and from time to time, at the sole cost and expense of such Pledgor, such Pledgor shall prepare or cause to be prepared and shall will 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 required or that the Collateral Trustee may reasonably request, deems necessary in order to perfect perfect, preserve and protect the pledge, any security interest and Lien granted or purported to be granted hereby or to enable the Collateral Trustee to exercise and enforce its rights and remedies hereunder or under the Priority Lien Documents to which it is a party with respect to any Pledged Collateral, including, without limitation, any actions reasonably requested by the Collateral Trustee to register, record and identify the Collateral Trustee as a copy “Holder” of a Pacific Route FAA Slot (other than Specified Pacific Route FAA Slots) with the FAA and to cause evidence of its title to be duly recorded, filed or filed for recording, to the extent permitted or required under any applicable law, by such Pledgor as owner, and any actions reasonably requested by the Collateral Trustee required to perfect, preserve and protect any such filing security interest under other applicable laws; provided, that notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, no Pledgor shall be delivered required to take any action with respect to any Pacific Route Gate Leasehold that would result in the termination of such Pledgor's interest in such Pacific Route Gate Leasehold or give rise to any indemnification obligation owing to, or any right to terminate or commence the exercise of remedies by, any Governmental Authority or Airport Authority with respect thereto. (ii) Subject to the Trustee. In additionterms of the applicable Priority Lien Documents, upon the reasonable request any Guarantor acquiring any right, title or interest in or to any Collateral (including any Proceeds of the Trusteesuch Collateral), the Pledgors Delta shall provide cause such Guarantor to the Trustee an Opinion of Counselbecome a Pledgor under this Agreement pursuant to a joinder agreement, including a supplement to Schedule I hereto, in form and substance reasonably satisfactory to the Collateral Trustee the result of which shall be that such Guarantor shall have pledged to the Collateral Trustee, confirming and granted the perfection of the Collateral Trustee, a duly perfected first priority security interest in and Lien as to such Collateral (and such Collateral shall otherwise be subject only to Permitted Liens, to the Pledged Collateral. (b) Each Pledgor shall, upon obtaining any Pledged Shares of any Person, promptly (same extent and in any event within five Business Days) deliver subject to the Trustee a pledge amendment, duly executed by such Pledgor, in substantially same terms and conditions as the form of EXHIBIT A hereto (each, a "PLEDGE AMENDMENT"), in respect of the additional Pledged Shares which Pledgors 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 the Trustee to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to the Trustee shall for all purposes hereunder be considered Pledged Collateralsubject hereunder.

Supplements; Further Assurances. (a) Each Pledgor agrees that at any time and The Pledgors shall cause each person that, from time to timetime after the date hereof, at shall be required to pledge any assets to Collateral Agent for the sole cost and expense benefit of such Pledgorthe Secured Parties pursuant to the provisions of the Credit Agreement, such Pledgor shall prepare or cause to be prepared and shall promptly 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 further instruments purposes hereunder with the same force and documents, including, without limitation, supplemental or additional UCC-1 financing statements, effect as if originally named as a Guarantor and take all further action that may be necessary or that Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the Trustee may reasonably request, in order to perfect and protect the pledge, security interest and Lien granted or purported to be granted hereby or to enable the Trustee to exercise and enforce its consent of any Pledgor hereunder. The rights and remedies obligations of each Pledgor hereunder with respect to any Pledged Collateral, shall remain in full force and a copy effect notwithstanding the addition of any such filing shall be delivered new Guarantor and Pledgor as a party to the Trustee. In addition, upon the reasonable request of the Trustee, the Pledgors shall provide to the Trustee an Opinion of Counsel, in form and substance satisfactory to the Trustee, confirming the perfection of the security interest and Lien as to the Pledged Collateralthis Agreement. (b) Each Pledgor shall, upon Upon obtaining any Pledged Shares Equity Interests or Pledged Intercompany Debt of any Personperson, promptly (each Pledgor shall accept the same in trust for the benefit of Collateral Agent and in any event within five Business Days) forthwith deliver to Collateral Agent a Perfection Certificate Supplement, and the Trustee a pledge amendment, duly executed by such Pledgor, in substantially the form of EXHIBIT A hereto (each, a "PLEDGE AMENDMENT"), certificates and other documents required under this Article III in respect of the additional Pledged Shares which are 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 shares. Pledged Equity Interests or Pledged Intercompany Debt. (c) Each Pledgor hereby authorizes agrees to take such further actions, and to execute and deliver to Collateral Agent such additional assignments, agreements, supplements, powers and instruments, as Collateral Agent may in its reasonable judgment deem necessary or appropriate, to perfect, preserve and protect the Trustee security interest in the Security Agreement Collateral as provided herein and the rights and interests granted to attach Collateral Agent hereunder, to carry into effect the purposes hereof or to better assure and confirm unto Collateral Agent or permit Collateral Agent to exercise and enforce its rights, powers and remedies hereunder with respect to any Security Agreement Collateral. 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 Pledge Amendment Pledgor shall further make, execute, endorse, acknowledge, file or 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 Default has occurred and is continuing, Collateral Agent may institute and maintain, in its own name or in the name of any Pledgor, such suits and proceedings as Collateral Agent deems necessary or expedient to prevent any impairment of 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 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 provided herein following the occurrence and during the continuance of an Event of Default. Unless an Event of Default shall have occurred and be continuing, Collateral Agent agrees that 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 Pledged Shares listed on any Pledge Amendment delivered 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 Trustee shall for all purposes hereunder be considered Pledged CollateralSecurity Agreement Collateral in accordance with the terms hereof and of the Credit Agreement.

Supplements; Further Assurances. (ai) Each At the reasonable request of the Administrative Agent, each Pledgor agrees that shall promptly execute and deliver to the Administrative Agent, at any time and from time to time, at the sole cost and expense of such Pledgor, such Pledgor shall prepare or cause documentation in form and substance reasonably satisfactory to be prepared and shall promptly execute and deliver all further instruments and documents, including, without limitation, supplemental or additional UCC-1 financing statementsthe Administrative Agent, and take all further action action, that may be necessary required or that the Trustee may Administrative Agent reasonably request, in order to perfect and protect requests evidencing the pledge, security interest and Lien granted or purported to be interests granted hereby or to enable and providing for the Trustee perfection, preservation and protection of such security interests, and enabling the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged its Collateral, including, without limitation, any actions reasonably requested by the Administrative Agent to register, record and identify the Administrative Agent as a copy “Holder” of a Primary FAA Slot with the FAA and to cause evidence of its title to be duly recorded, filed or filed for recording, to the extent permitted or required under any applicable law, by such Pledgor as owner, and any actions reasonably requested by the Administrative Agent required to perfect, preserve and protect any such filing security interest under other applicable laws; provided, that notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, no Pledgor shall be delivered required to take any action with respect to any Primary Gate Interest that would result in the Trustee. termination of such Pledgor's interest in such Primary Gate Interest or give rise to any indemnification obligation owing to, or any right to terminate or commence the exercise of remedies by, any Governmental Authority or Airport Authority with respect thereto. (ii) In additionthe event that the Borrower elects, upon the reasonable request pursuant to Section 5.14(b) of the TrusteeCredit Agreement, to cause any Guarantor to become a party hereto as an additional Pledgor (an “Additional Pledgor”) the Pledgors Borrower shall provide cause such Guarantor to the Trustee an Opinion of Counselbecome a Pledgor under this Agreement pursuant to a joinder agreement (including a supplement to Schedules I, II and/or III hereto, as applicable) in form and substance reasonably satisfactory to the TrusteeAdministrative Agent, confirming and which joinder agreement shall provide for the perfection pledge and grant to the Administrative Agent of a security interest in and to any additional collateral pledged pursuant to such joinder as set forth therein and otherwise subject to the terms hereof. Upon delivery of any such joinder to the Administrative Agent, notice of which is hereby waived by the Pledgors, (i) each such Additional Pledgor shall be deemed a Pledgor hereunder and shall be as fully a party hereto as if such Additional Pledgor were an original signatory hereto, (ii) each such supplemental Schedule I, Schedule II or Schedule III shall supplement or replace (as provided therein) the then-existing Schedules I, II or III, as the case may be and (iii) the additional collateral set forth therein and any related Gate Interests that would constitute Primary Gate Interests hereunder shall thereafter constitute Collateral (subject to the limitation set forth in the last paragraph of Section 1 hereof) for all purposes under this Agreement. Each Pledgor expressly agrees that its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any other Pledgor hereunder or (b) by reason of the security interest and Lien Administrative Agent's or any of the Secured Parties' actions in effecting, or failure to effect, any such joinder, or in releasing any Pledgor hereunder, in each case without the necessity of giving notice to or obtaining the consent of any other Pledgor. This Agreement shall be fully effective as to the Pledged Collateralany Pledgor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Pledgor hereunder. (biii) Each In the event that any Pledgor shallwishes to cause additional Routes, upon obtaining any Pledged Shares of any PersonFAA Slots, promptly Foreign Slots or Gate Interests to become Collateral (by causing the same to become Primary Routes, Primary FAA Slots, Primary Foreign Slots or Primary Gate Interests, as applicable), the Borrower shall execute and deliver a revised Schedule I, Schedule II or Schedule III, as applicable. Upon delivery thereof, each such revised Schedule I, Schedule II or Schedule III shall supplement or replace (as provided therein) the then-existing Schedules I, II or III as the case may be, and the Routes, FAA Slots and/or Foreign Slots set forth therein (and in any event within five Business Days) deliver associated Gate Interests that would otherwise constitute Primary Gate Interests pursuant to the Trustee a pledge amendment, duly executed by such Pledgor, in substantially the form of EXHIBIT A hereto terms hereof) shall thereafter constitute Collateral (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 the Trustee to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered subject to the Trustee shall limitation set forth in the last paragraph of Section 1 hereof) for all purposes hereunder be considered Pledged Collateralunder this Agreement.

Supplements; Further Assurances. (a) Each Pledgor agrees that At the request of a Collateral Agent, the Grantor shall promptly execute and deliver to the Collateral Agent, at any time and from time to time, at the sole cost and expense of such Pledgorthe Grantor, such Pledgor shall prepare or cause to be prepared and shall promptly execute and deliver all further instruments and documents, including, without limitation, supplemental or additional UCC-1 financing statementsdocumentation in form and substance reasonably satisfactory to the Collateral Agent, and take all further action action, that may be necessary required or that the Trustee may Collateral Agent reasonably requestrequests, in order to perfect and protect evidencing the pledge, security interest and Lien granted or purported to be interests granted hereby or to enable and providing for the Trustee perfection, preservation and protection of such security interests, and enabling the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral; provided that, notwithstanding the foregoing, the Grantor shall not be required to obtain consents from any third parties or Governmental Authorities or to take any action in any jurisdiction outside of the United States that may be required in order to perfect any lien purported to be created hereby in any Collateral. Notwithstanding the foregoing, in the event that there is a change in law after the date of this Agreement that permits the grant or a security interest or affects the ability of the Grantor to provide the Collateral Agent with a perfected lien on any Collateral, and a copy the Grantor agrees to take such additional steps as may reasonably be requested by the Collateral Agent to obtain the consent of any appropriate third party, Governmental Authority or any applicable Foreign Aviation Authorities to grant such filing security interest or to perfect such lien. (b) The Grantor shall be delivered sign and deliver to the Trustee. In additionCollateral Agent, upon and the reasonable request of Grantor further authorizes the TrusteeCollateral Agent to prepare and file, the Pledgors shall provide to the Trustee an Opinion of Counselsuch financing and continuation statements, in form and substance satisfactory reasonably acceptable to the TrusteeCollateral Agent, confirming as may from time to time be necessary to grant, continue and maintain a valid, enforceable, first priority security interest in the perfection Collateral and the other rights, as against third parties provided hereby, all in accordance with the Uniform Commercial Code as enacted in any relevant jurisdiction of the United States. The Grantor shall pay any applicable filing fees and other expenses related to the filing of financing and continuation statements or the expenses for other action taken (whether by a Collateral Agent or by the Grantor upon a Collateral Agent's reasonable request) to perfect under the laws of the United States or any jurisdiction thereof the security interest and Lien as granted hereunder. The Grantor hereby authorizes the Collateral Agent to file any financing or continuation statements without the Pledged Collateralsignature of the Grantor when permitted by law. (bc) Each Pledgor shallUpon the Parent Guarantor acquiring any right, upon obtaining title or interest in or to any Pledged Shares of any PersonCollateral, promptly (and in any event within five Business Days) deliver the Grantor shall cause such Parent Guarantor to the Trustee become a pledge amendment, duly executed by such Pledgor, in substantially the form of EXHIBIT A 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 the Trustee to attach each Pledge Amendment party to this Agreement and agrees the result of which shall be that all Pledged Shares listed on any Pledge Amendment delivered such Parent Guarantor shall have pledged to the Trustee shall for all purposes hereunder be considered Pledged Collateral Agent, and granted the Collateral Agent, a duly perfected first priority security interest in and to such Collateral, to the same extent and subject to the same terms and conditions as the Grantor is subject hereunder.

Supplements; Further Assurances. (a) Each At the reasonable request of the Administrative Agent, each Pledgor agrees that shall promptly execute and deliver to the Administrative Agent, at any time and from time to time, at the sole cost and expense of such Pledgor, such Pledgor shall prepare or cause documentation in form and substance reasonably satisfactory to be prepared and shall promptly execute and deliver all further instruments and documents, including, without limitation, supplemental or additional UCC-1 financing statementsthe Administrative Agent, and take all further action action, that may be necessary required or that the Trustee may Administrative Agent reasonably request, in order to perfect and protect requests evidencing the pledge, security interest and Lien granted or purported to be interests granted hereby or to enable and providing for the Trustee perfection, preservation and protection of such security interests, and enabling the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged its Collateral, including, without limitation, any actions reasonably requested by the Administrative Agent to register, record and identify the Administrative Agent as a copy “Holder” of a Primary FAA Slot with the FAA and to cause evidence of its title to be duly recorded, filed or filed for recording, to the extent permitted or required under any applicable law, by such Pledgor as owner, and any actions reasonably requested by the Administrative Agent required to perfect, preserve and protect any such filing security interest under other applicable laws; provided, that notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, no Pledgor shall be delivered required to take any action with respect to any Primary Gate Interest that would result in the Trustee. In additiontermination of such Pledgor's interest in such Primary Gate Interest or give rise to any indemnification obligation owing to, upon or any right to terminate or commence the reasonable request exercise of the Trusteeremedies by, the Pledgors shall provide to the Trustee an Opinion of Counsel, in form and substance satisfactory to the Trustee, confirming the perfection of the security interest and Lien as to the Pledged Collateralany Governmental Authority or Airport Authority with respect thereto. (b) Each In the event that the Borrower elects, pursuant to Section 5.14(b) of the Credit Agreement, to cause any Guarantor to become a party hereto as an additional Pledgor shall(an “Additional Pledgor”) the Borrower shall cause such Guarantor to become a Pledgor under this Agreement pursuant to a joinder agreement (including a supplement to Schedules I, upon obtaining any Pledged Shares of any PersonII and/or III hereto, promptly (as applicable) in form and in any event within five Business Days) deliver substance reasonably satisfactory to the Trustee Administrative Agent, and which joinder agreement shall provide for the pledge and grant to the Administrative Agent of a pledge amendment, duly executed by such Pledgor, security interest in substantially the form of EXHIBIT A hereto (each, a "PLEDGE AMENDMENT"), in respect of the and to any additional Pledged Shares which are to be collateral pledged pursuant to such joinder as set forth therein and otherwise subject to the terms hereof. Upon delivery of any such joinder to the Administrative Agent, notice of which is hereby waived by the Pledgors, (i) each such Additional Pledgor shall be deemed a Pledgor hereunder and shall be as fully a party hereto as if such Additional Pledgor were an original signatory hereto, (ii) each such supplemental Schedule I, Schedule II or Schedule III shall supplement or replace (as provided therein) the then-existing Schedules I, II or III, as the case may be and (iii) the additional collateral set forth therein and any related Gate Interests that would constitute Primary Gate Interests hereunder shall thereafter constitute Collateral (subject to the limitation set forth in the last paragraph of Section 1 hereof) for all purposes under this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional shares. Each Pledgor hereby authorizes the Trustee to attach each Pledge Amendment to this Agreement and expressly agrees that all Pledged Shares listed on its obligations arising hereunder shall not be discharged, diminished or otherwise affected (a) by the addition or release of any Pledge Amendment delivered other Pledgor hereunder or (b) by reason of the Administrative Agent’s or any of the Secured Parties’ actions in effecting, or failure to effect, any such joinder, or in releasing any Pledgor hereunder, in each case without the necessity of giving notice to or obtaining the consent of any other Pledgor. This Agreement shall be fully effective as to any Pledgor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Pledgor hereunder. (c) In the event that any Pledgor wishes to cause additional Routes, FAA Slots, Foreign Slots or Gate Interests to become Collateral (by causing the same to become Primary Routes, Primary FAA Slots, Primary Foreign Slots or Primary Gate Interests, as applicable), the Borrower shall execute and deliver a revised Schedule I, Schedule II or Schedule III, as applicable. Upon delivery thereof, each such revised Schedule I, Schedule II or Schedule III shall supplement or replace (as provided therein) the then-existing Schedules I, II or III as the case may be, and the Routes, FAA Slots and/or Foreign Slots set forth therein (and any associated Gate Interests that would otherwise constitute Primary Gate Interests pursuant to the Trustee terms hereof) shall thereafter constitute Collateral (subject to the limitation set forth in the last paragraph of Section 1 hereof) for all purposes hereunder be considered Pledged Collateralunder this Agreement.

Supplements; Further Assurances. Each Pledgor shall take such further actions, and execute and deliver to the Collateral Agent such additional assignments, agreements, supplements, powers and instruments, as the Collateral Agent may deem necessary, advisable or prudent, wherever required by applicable Legal Requirements, in order to perfect, preserve and protect the security interest and the priority thereof in the Collateral as provided herein and the rights and interests granted to the Collateral Agent hereunder, to carry into effect the purposes hereof or better to assure and confirm unto the Collateral Agent the Collateral or permit the Collateral Agent to exercise and enforce its rights, powers and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, (a) Each each Pledgor agrees that at any time and shall make, execute, endorse, acknowledge, file or refile and/or deliver to the Collateral Agent from time to timetime upon reasonable request such lists, descriptions and designations of the 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 (including local law security agreements), conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments as the Collateral Agent shall reasonably request and (b) each Pledgor that owns or acquires material Excluded Regulatory Collateral after the date hereof shall use commercially reasonable efforts to obtain approval of the applicable Governmental Authority with respect to the grant by such Pledgor of a security interest in such Excluded Regulatory Collateral unless such Pledgor determines in good faith that such approval is unobtainable. If an Event of Default has occurred and is continuing, the Collateral Agent may institute and maintain, in its own name or in the name of any Pledgor, such suits and proceedings as the Collateral Agent may be advised by counsel shall be necessary, advisable or prudent to prevent any impairment of the security interest in the Collateral or the perfection or priority thereof. If (x) an Event of Default has occurred and is continuing or (y) a landlord of any Pledgor shall provide notice of default under or termination of any lease to which a Pledgor is a party such Pledgor shall use commercially reasonable efforts to cause such landlord to agree (in a writing addressed to the Collateral Agent) to extend the time period provided by such landlord for the removal of Collateral from the leased premises for a period, and otherwise on terms and conditions, reasonably satisfactory to the Collateral Agent; provided that, in connection therewith, no Pledgor shall agree, directly or indirectly, with any landlord to abandon any Collateral or waive or limit such Pledgor’s rights in any Collateral. All of the foregoing shall be at the sole cost and expense of such Pledgor, such Pledgor shall prepare or cause to be prepared the Pledgors and 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 that may be necessary or that the Trustee may reasonably request, paid in order to perfect and protect the pledge, security interest and Lien granted or purported to be granted hereby or to enable the Trustee to exercise and enforce its rights and remedies hereunder accordance with respect to any Pledged Collateral, and a copy of any such filing shall be delivered to the Trustee. In addition, upon the reasonable request Section 10.03 of the Trustee, the Pledgors shall provide to the Trustee an Opinion of Counsel, in form and substance satisfactory to the Trustee, confirming the perfection of the security interest and Lien as to the Pledged CollateralCredit Agreement. (b) Each Pledgor shall, upon obtaining any Pledged Shares of any Person, promptly (and in any event within five Business Days) deliver to the Trustee a pledge amendment, duly executed by such Pledgor, in substantially the form of EXHIBIT A 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 the Trustee to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to the Trustee shall for all purposes hereunder be considered Pledged Collateral.