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

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

Further Assurances; Pledge of Instruments. At any time and from ----------------------------------------- time to time, upon the written request of Agent Lender and at the sole expense of Borrowersuch Grantor, Borrower and without any requirement of notice t or approval of the Bankruptcy Court, such Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action actions as Agent Lender may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (i) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent Lender of any License (including, but not limited to software licenses) or Contract held by Borrower such Grantor or in which Borrower such Grantor has any rights not heretofore assigned, (ii) filing any financing or continuation statements under the Code with respect to the liens and security interests Liens granted hereunder or under any other Loan Document, (iii) transferring Collateral to AgentLender's possession (if such Collateral consists of DocumentsChattel Paper, Instruments or Chattel Paper letters of credit or if a security interest in Lien on such Collateral can be perfected only by possession, or if otherwise requested by Agent) (except as otherwise required by Revolving Lender in accordance with the terms of the Subordination Agreement between Agent and Revolving Lender) , 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 Liens, if any exist, from landlords and mortgagees (it being understood that Agent in its discretion may establish a reasonable reserve against availability under this Agreement until accordance with the same have been obtained)Credit Agreement. Borrower Such Grantor also hereby authorizes Agent Lender to file any such financing or continuation statement statements without the signature of Borrower such Grantor 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 Instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Agent Lender immediately upon Borrowersuch Grantor's receipt thereofthereof and promptly delivered to Lender.

Further Assurances; Pledge of Instruments. At any time and from ----------------------------------------- time to time, upon the written request of Agent or, in the case of Current Collateral, Revolving Credit Agent, and at the sole expense of Borrower, Borrower shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as 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 (i) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any License (including, but not limited to software licenses) or Contract held by Borrower or in which Borrower has any rights not heretofore assigned, (ii) filing any financing or continuation statements under the Code with respect to the liens and security interests granted hereunder or under any other Loan Document, (iii) transferring Collateral to Agent's or Revolving Credit Agent's possession (if such Collateral consists of Documents, Instruments or Chattel Paper or if a security interest in such Collateral can be perfected only by possession, or if requested by Agent) (except as otherwise required Agent or Revolving Credit Agent though the parties hereto agree and understand that for perfection purposes in such Collateral, any possession of such Collateral by Revolving Lender in accordance with the terms Credit Agent shall be as agent for and on behalf of the Subordination Agreement between Agent and Revolving LenderAgent) and (iv) using its best efforts to obtain waivers of liens from landlords and mortgagees (it being understood that Agent or Revolving Credit Agent in its their discretion may establish a reasonable reserve reserves against availability under this Agreement until the same have been obtained). Borrower also hereby authorizes each of Agent and Revolving Credit Agent to file any such financing or continuation statement without the signature of Borrower 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 Instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Agent and immediately upon Borrower's receipt thereof.

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

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

Further Assurances; Pledge of Instruments. At any time and from ----------------------------------------- time to time, upon the written request of Agent the Secured Party and at the sole expense of Borrowerthe Pledgors, Borrower each of the Pledgors shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as Agent the Secured Party may reasonably deem desirable to obtain for the Secured Party the full benefits of this Security Agreement and of the interests, rights and powers herein granted, including (i) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent the Secured Party of any License (including, but not limited to software licenses) or Contract Collateral held by Borrower such Pledgor or in which Borrower such Pledgor has any rights not heretofore assigned, (ii) filing any financing or continuation statements under the Code with respect to the liens and security interests intended to be granted hereunder or under any other Loan Credit Transaction Document, and (iii) transferring Collateral to Agentthe Secured Party's possession (if such Collateral consists of Documents, Instruments or Chattel Paper or if a security interest in such Collateral can be perfected only by possession, or if requested by Agent) (except as otherwise required by Revolving Lender in accordance with the terms ). Each of the Subordination Agreement between Agent and Revolving Lender) and (iv) using its best efforts to obtain waivers of liens from landlords and mortgagees (it being understood that Agent in its discretion may establish a reasonable reserve against availability under this Agreement until the same have been obtained). Borrower Pledgors also hereby authorizes Agent the Secured Party to file any such financing or continuation statement without the signature of Borrower such Pledgor 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 Instrumentinstrument, such Instrumentinstrument, other than checks and notes received in the ordinary course of businessbusiness (which shall be deposited to a Collection Account), shall be duly endorsed in a manner satisfactory to Agent immediately the Secured Party promptly upon Borrowersuch Pledgor's receipt thereofthereof and delivered to the Secured Party.

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

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

Further Assurances; Pledge of Instruments. At any time and from ----------------------------------------- time to time, upon the written request of Agent and at the sole expense of BorrowerLender, Borrower 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 action actions as Agent Lender may reasonably deem desirable request to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (i) using its best commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent Lender of any License (includingLiquidation Sales Agreement, but not limited to software licenses) license or Contract contract held by Borrower Grantor or in which Borrower Grantor has any rights not heretofore assigned, (ii) filing any financing or continuation statements under the Code with respect to the liens and security interests granted hereunder or under any other Loan Document, (iii) transferring Collateral to Agent's possession (if such Collateral consists of Documents, Instruments or Chattel Paper or if a security interest in such Collateral can be perfected only by possession, or if requested by Agent) (except as otherwise required by Revolving Lender in accordance with the terms of the Subordination Agreement between Agent and Revolving Lender) and (iv) using its best efforts to obtain waivers of liens from landlords and mortgagees (it being understood that Agent in its discretion may establish a reasonable reserve against availability under this Agreement until the same have been obtained). Borrower assigned Grantor also hereby authorizes Agent Lender to file any such financing or continuation statement statements to perfect or maintain a security interest in the Collateral without the signature of Borrower 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 is or shall become evidenced by any Instrumentinstrument, such Instrumentinstrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Agent immediately Lender promptly upon Borrower's Grantor’s receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from ----------------------------------------- time to time, upon the written request of Agent time and at the sole expense of Borrowerthe Guarantors, Borrower each Guarantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action actions as Agent may reasonably deem desirable 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 Agent the Trustee for the benefit of itself and the Holders, of any License (including, but not limited to software licenses) license or Contract contract held by Borrower such Guarantor or in to which Borrower 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 Code UCC with respect to the liens Liens and security interests granted hereunder or under any other Loan Transaction Document, (iii) transferring Collateral to Agentthe Trustee's possession for the benefit of itself and the Holders (if such Collateral consists of Documents, Instruments or Chattel Paper or if a security interest in such Collateral can be perfected only by possession, or if requested by Agent) (except as otherwise required by Revolving Lender but not including any Collateral consisting of Chattel Paper, which shall remain in such Guarantor's possession in accordance with the terms of the Subordination Agreement between Agent and Revolving LenderSection 4.12 hereof) and (iv) using its best efforts to obtain waivers of liens Liens, if any exist, from landlords and mortgagees (it being understood that Agent in its discretion may establish a reasonable reserve against availability under this Agreement until accordance with the same have been obtained)Indenture. Borrower Each Guarantor also hereby authorizes Agent the Trustee, for the benefit of itself and the Holders to file any such financing or continuation statement statements without the signature of Borrower such Guarantor 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 InstrumentInstruments, other than checks and notes Securities received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Agent the Trustee immediately upon Borrowersuch Guarantor's receipt thereof.