Common use of Additional Collateral Provisions Clause in Contracts

Additional Collateral Provisions. (a) Borrowers will defend the Collateral against all Liens (other than Liens of WFPC, DSC and other Liens expressly permitted pursuant to Section 7.6), and claims and demands of all Persons at any time claiming the same or any interest therein. Furthermore, Borrowers shall promptly notify WFPC in writing upon incurring or otherwise obtaining a Commercial Tort Claim against any third party, and, upon the request of WFPC, shall promptly enter into such security agreements and do such other things or acts deemed appropriate by WFPC to give WFPC a fully valid, perfected and enforceable security interest in any such Commercial Tort Claim. The definition of “Collateral” shall include any such Commercial Tort Claim, and the authorization given by Borrowers to WFPC in Section 3.2 above to file financing statements covering the Collateral shall include the authorization to file financing statements with respect to any such Commercial Tort Claim. Borrowers warrant and represent that they do not own any Commercial Tort Claims as of the date hereof. (b) In addition to the foregoing, Borrowers shall perform all further acts that may be lawfully and reasonably required by WFPC to secure WFPC and effectuate the intentions and objects of this Agreement, including, but not limited to, the execution and delivery of lockbox agreements, cash collateral account agreements, mortgages, security agreements, contracts and any other documents required hereunder, as well as obtain landlord waivers. At the request of WFPC, Borrowers shall, immediately deliver (with execution by Borrowers of all necessary documents or forms to reflect, implement or enforce all Liens described herein thereon) to WFPC all certificates of title to note the Lien of WFPC thereon and all items of Property for which WFPC must receive possession to obtain and/or maintain perfected security interests.

Additional Collateral Provisions. (a) Borrowers will defend the Collateral against all Liens (other than Liens of WFPC, DSC and other Liens expressly permitted pursuant to Section 7.6Permitted Liens), and claims and demands of all Persons at any time claiming the same or any interest therein. Borrowers agree to comply with the requirements of all state and federal laws and requests of Agent in order for Agent to have and maintain a valid and perfected first security interest and/or mortgage Lien in the Collateral including, without limitation, executing such documents as Agent may require to obtain control over all Deposit Accounts, Letter-of-Credit Rights and Investment Property, as applicable. Furthermore, Borrowers shall promptly notify WFPC Agent in writing upon incurring or otherwise obtaining a Commercial Tort Claim against any third party, and, upon the request of WFPCAgent, shall promptly enter into such security agreements and do such other things or acts deemed appropriate by WFPC Agent to give WFPC Agent a fully valid, perfected and enforceable security interest in any such Commercial Tort Claim. The definition of “Collateral” Collateral shall include any such Commercial Tort Claim, and the authorization given by Borrowers to WFPC Agent in Section 3.2 above to file financing statements covering the Collateral shall include the authorization to file financing statements with respect to any such Commercial Tort Claim. Borrowers warrant and represent that they do not own any Commercial Tort Claims as of the date hereof. (b) In addition to the foregoing, Borrowers shall perform all further acts that may be lawfully and reasonably required by WFPC Agent to secure WFPC Agent and effectuate the intentions and objects of this Agreement, including, but not limited to, the execution and delivery of lockbox agreements, cash collateral account agreements, mortgages, security agreements, contracts and any other documents required hereunder, as well as obtain landlord waiversAcknowledgment and Waiver Agreements. At the request of WFPCAgent, Borrowers shall, immediately deliver (with execution by Borrowers of all necessary documents or forms to reflect, implement or enforce all Liens described herein thereon) to WFPC Agent all certificates of title to note the Lien of WFPC Agent thereon and all items of Property Collateral for which WFPC Agent must receive possession to obtain and/or maintain perfected security interests.

Additional Collateral Provisions. (a) Borrowers If any Collateral is in the possession or control of any agents or processors of a Debtor and Agent so requests, such Debtor agrees to notify such agents or processors in writing of Agent’s lien and security interest therein and instruct them to hold all such Collateral for Agent’s account and subject to Agent’s instructions. Each Debtor will, upon the request of Agent, authorize and instruct all bailees and any other parties, if any, at any time processing, labeling, packaging, holding, storing, shipping or transferring all or any part of the Collateral to permit the Secured Parties and their respective representatives to examine and inspect any of the Collateral then in such party’s possession and to verify from such party’s own books and records any information concerning the Collateral or any part thereof which the Secured Parties or their respective representatives may seek to verify. (b) Each Debtor agrees from time to time to deliver to Agent such evidence of the existence, identity, and location of its Collateral and of its availability as collateral security pursuant hereto (including, without limitation, schedules describing all Receivables created or acquired by such Debtor, copies of customer invoices or the equivalent and original shipping or delivery receipts for all merchandise and other goods sold or leased or services rendered by it, together with such Debtor’s warranty of the genuineness thereof, and reports stating the book value of its Inventory and Equipment by major category and location), in each case as Agent may reasonably request. Agent shall have the right to verify all or any part of the Collateral in any manner, and through any medium, which Agent considers appropriate and reasonable (provided the Debtors’ obligation to reimburse the Secured Parties for any costs of verifications shall be subject to the terms of this Agreement), and each Debtor agrees to furnish all assistance and information, and perform any acts, which Agent may reasonably require in connection therewith. (c) Section 3 of the Perfection Certificate contains a true, complete, and current listing of all patents, trademarks, tradestyles, copyrights, and other intellectual property rights (including all registrations and applications therefor) owned by each of the Debtors as of the Closing Date that are registered with any governmental authority. The Debtors shall promptly notify Agent in writing of any additional intellectual property rights acquired or arising after the date hereof that are or are required to be registered with any governmental authority (provided any Debtor’s failure to do so shall not impair Agent’s security interest therein). (d) Schedule 5 to the Perfection Certificate contains a true, complete and current listing of all Commercial Tort Claims held by the Debtors as of the Closing Date, each described by referring to a specific incident giving rise to the claim. Each Debtor agrees to notify Agent promptly if it becomes aware of any Commercial Tort Claim of such Debtor with an value (estimated by the Debtors in good faith) in excess of $250,000 individually or $1,000,000 in the aggregate. Each Debtor agrees to execute and deliver to Agent an agreement in the form reasonably acceptable to Agent to perfect Agent’s Lien on such Commercial Tort Claim promptly. (e) Each Debtor agrees to execute and deliver to Agent such further agreements, assignments, instruments, and documents, and to do all such other things, as Agent may reasonably deem necessary or appropriate to assure Agent its lien and security interest hereunder, including, without limitation, (i) such financing statements or other instruments and documents as Agent may from time to time reasonably require to comply with the UCC and any other applicable law, (ii) such agreements with respect to patents, trademarks, copyrights, and similar intellectual property rights as Agent may from time to time reasonably require to comply with the filing requirements of the United States Patent and Trademark Office and the United States Copyright Office, and (iii) such control agreements with respect to Deposit Accounts (except as otherwise provided for in this Agreement), Investment Property, Letter-of-Credit Rights, and electronic Chattel Paper, and to cause the relevant depository institutions, financial intermediaries, and issuers to execute and deliver such control agreements, as Agent may from time to time reasonably require. Agent may order lien searches from time to time against any Debtor and the Collateral, and the Debtors shall promptly reimburse Agent for all reasonable costs and expenses incurred in connection with such lien searches. Each Debtor agrees to mark its books and records to reflect the lien and security interest of Agent in the Collateral. (f) On failure of any Debtor to perform any of the covenants and agreements herein contained, Agent may, at its option, perform the same and in so doing may expend such sums as Agent deems advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, liens, and encumbrances, expenditures made in defending against any adverse claims, and all other expenditures which Agent may be compelled to make by operation of law or which Agent may make by agreement or otherwise for the protection of the security hereof. All such sums and amounts so expended shall be repayable by the Debtors upon demand, shall constitute additional Obligations secured hereunder bearing interest as provided in Section 2.6 of this Agreement (as though such Obligations were Loans). No such performance of any covenant or agreement by Agent on behalf of a Debtor, and no such advancement or expenditure therefor, shall relieve any Debtor of any default under the terms of this Agreement or in any way obligate any Secured Party to take any further or future action with respect thereto. Agent, in making any payment hereby authorized, may do so according to any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien or title or claim. So long as Agent is acting reasonably and in good faith, Agent, in performing any act hereunder, shall be the sole judge of whether the relevant Debtor is required to perform the same under the terms of this Agreement. Agent is hereby authorized to charge any account of any Debtor maintained with any Secured Party for the amount of such sums and amounts so expended. (g) Debtors will defend the Collateral against all Liens (other than Liens of WFPC, DSC and other Liens expressly permitted pursuant to Section 7.6Permitted Liens), and claims and demands of all Persons at any time claiming the same or any interest therein. Furthermore, Borrowers shall promptly notify WFPC Debtors agree to comply with the requirements of all state and federal laws and requests of Agent in writing upon incurring or otherwise obtaining order for Agent to have and maintain a Commercial Tort Claim against any third party, and, upon the request of WFPC, shall promptly enter into such security agreements valid and do such other things or acts deemed appropriate by WFPC to give WFPC a fully valid, perfected and enforceable first security interest and/or mortgage Lien in any such Commercial Tort Claim. The definition of “the Collateral” shall include any such Commercial Tort Claim, and the authorization given by Borrowers to WFPC in Section 3.2 above to file financing statements covering the Collateral shall include the authorization to file financing statements with respect to any such Commercial Tort Claim. Borrowers warrant and represent that they do not own any Commercial Tort Claims as of the date hereof. (b) In addition to the foregoing, Borrowers shall perform all further acts that may be lawfully and reasonably required by WFPC to secure WFPC and effectuate the intentions and objects of this Agreement, including, but not limited to, the execution and delivery of lockbox agreements, cash collateral account agreements, mortgages, security agreements, contracts and any other documents required hereunder, as well as obtain landlord waivers. At the request of WFPC, Borrowers shall, immediately deliver (with execution by Borrowers of all necessary documents or forms to reflect, implement or enforce all Liens described herein thereon) to WFPC all certificates of title to note the Lien of WFPC thereon and all items of Property for which WFPC must receive possession to obtain and/or maintain perfected security interests.

Additional Collateral Provisions. (a) Borrowers will defend the Collateral against all Liens (other than Liens of WFPC, DSC WFPC and other Liens expressly permitted pursuant to Section 7.6Permitted Liens), and claims and demands of all Persons at any time claiming the same or any interest therein. Borrowers agree to comply with the requirements of all state and federal laws and requests of WFPC in order for WFPC to have and maintain a valid and perfected first security interest and/or mortgage Lien in the Collateral including, without limitation, executing such documents as WFPC may require to obtain control over all Deposit Accounts, Letter-of-Credit Rights and Investment Property. Furthermore, Borrowers shall promptly notify WFPC in writing upon incurring or otherwise obtaining a Commercial Tort Claim against any third party, and, upon the request of WFPC, shall promptly enter into such security agreements and do such other things or acts deemed appropriate by WFPC to give WFPC a fully valid, perfected and enforceable security interest in any such Commercial Tort Claim. The definition of “Collateral” shall include any such Commercial Tort Claim, and the authorization given by Borrowers to WFPC in Section 3.2 above to file financing statements covering the Collateral shall include the authorization to file financing statements with respect to any such Commercial Tort Claim. Borrowers warrant and represent that they do not own any Commercial Tort Claims as of the date hereof. (b) In addition to the foregoing, Borrowers shall perform all further acts that may be lawfully and reasonably required by WFPC to secure WFPC and effectuate the intentions and objects of this Agreement, including, but not limited to, the execution and delivery of lockbox agreements, cash collateral account agreements, mortgages, security agreements, contracts and any other documents required hereunder, as well as obtain landlord waiversAcknowledgment and Waiver Agreements. At the request of WFPC, Borrowers shall, immediately deliver (with execution by Borrowers of all necessary documents or forms to reflect, implement or enforce all Liens described herein thereon) to WFPC all certificates of title to note the Lien of WFPC thereon and all items of Property for which WFPC must receive possession to obtain and/or maintain perfected security interests.