TRANSFER BY THE PLEDGORS No Pledgor will sell or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber any of the Collateral or any interest therein (except as may be permitted in accordance with the terms of the Credit Agreement).
Certain Agreements of Pledgors As Issuers and Holders of Equity Interests (a) In the case of each Pledgor which is an issuer of Securities Collateral, such Pledgor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable to it.
Further Assurances; Pledge of Instruments At any time and from time to time, upon the written request of the Agent, and at the sole expense of the Grantor, the Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Agent may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, (a) using its best efforts to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment to the Agent of any Contract or License held by the Grantor or in which the Grantor has any rights not heretofore assigned, (b) filing any financing or continuation statements under the UCC with respect to the security interests granted hereby, (c) filing or cooperating with the Agent in filing any forms or other documents required to be filed with the United States Patent and Trademark Office, United States Copyright Office, or any filings in any foreign jurisdiction or under any international treaty, required to secure or protect the Agent's interest in the Collateral (d) transferring Collateral to the Agent's possession (if a security interest in such Collateral can be perfected by possession), (e) placing the interest of the Agent as lienholder on the certificate of title (or other evidence of ownership) of any vehicle or watercraft owned by the Grantor or in or with respect to which the Grantor holds a beneficial interest, (f) as to any new Deposit Account or Securities Account to be opened by the Grantor, as applicable, executing and delivering, and causing the applicable depository institution or security intermediary to execute and deliver, a collateral control agreement with respect to each new Deposit Account or Securities Account, and (g) as to any new insurance policy to be maintained by the Grantor, to execute and deliver to the insurance company issuing such policy a Notice of Security Interest in Insurance Policy. The Grantor also hereby authorizes the Agent to file any such financing or continuation statement without the signature of the Grantor. 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 the Agent and delivered to the Agent immediately upon the Grantor's receipt thereof.
Assignments and transfer by Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.
Waiver by the Guarantors Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Company or any other Person.
Further Documentation; Pledge of Instruments At any time and from time to time, upon the written request of Lender, and at the sole expense of Debtor, Debtor will promptly and duly execute and deliver any and all such further instruments, documents and agreements and take such further action as Lender may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including the filing of any financing or continuation statements under the UCC with respect to the liens and security interests granted hereby, transferring Collateral to Lender’s possession (if a security interest in such Collateral can be perfected only by possession), and using its best efforts to obtain waivers of Liens and consents to assignments from landlords and mortgagees. Debtor hereby irrevocably makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Debtor’s true and lawful attorney-in-fact, effective upon the failure or refusal of Debtor upon request to execute and/or deliver to Lender any financing statement, continuation statement, instrument, document, or agreement that Lender may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers granted hereunder (herein, “Supplemental Documentation”), to sign Debtor’s name on any such Supplemental Documentation and to deliver any such Supplemental Documentation to such Person as Lender, in its sole discretion, shall elect. Debtor also hereby authorizes Lender to file any financing or continuation statement without the signature of Debtor to the extent permitted by applicable law. Debtor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement and may be filed by Lender in any filing office. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Document, such Instrument or Document shall be immediately pledged to Lender hereunder, and shall be duly endorsed in a manner satisfactory to Lender and delivered to Lender. In the event that Debtor shall acquire after the Closing Date any letters of credit, Securities, Chattel Paper, Documents, or Instruments having a value in excess of $10,000, Debtor shall promptly so notify Lender and deliver the originals of all of the foregoing to Lender and in any event within ten (10) days of each acquisition.
Waiver by the Guarantor The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Borrower or any other Person.
Certain Obligations of Holders of Receipts and the Company SECTION 3.1 Filing Proofs, Certificates and Other Information 7 SECTION 3.2 Payment of Taxes or Other Governmental Charges 7 SECTION 3.3 Warranty as to Stock 8 ARTICLE IV The Deposited Securities; Notices
Additional Pledgors Pursuant to Section 5.11 of the Credit Agreement, each Subsidiary of the Borrower that was not in existence or not a Subsidiary on the date of the Credit Agreement is required to enter in this Agreement as a Subsidiary Pledgor upon becoming a Subsidiary if such Subsidiary owns or possesses property of a type that would be considered Collateral hereunder. Upon execution and delivery by the Collateral Agent and a Subsidiary of an instrument in the form of Annex 1, such Subsidiary shall become a Subsidiary Pledgor hereunder with the same force and effect as if originally named as a Subsidiary Pledgor herein. The execution and delivery of such instrument 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 Subsidiary Pledgor as a party to this Agreement.
Waivers by Pledgor Pledgor waives any right to require Pledgee to:
