Common use of Further Assurances Additional Grantors Clause in Contracts

Further Assurances Additional Grantors. (a) Each --------------------------------------- Grantor agrees that from time to time, at the expense of Grantors, such Grantor will promptly execute and deliver all further instruments and documents, and take all further action, 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 Collateral. Without limiting the generality of the foregoing, each Grantor will: (i) upon the reasonable request of the Collateral Agent, ▇▇▇▇ conspicuously each item of chattel paper included in the Accounts, each Related Contract and, at the reasonable request of Collateral Agent, each of its records pertaining to the Collateral, with a legend, in form and substance reasonably satisfactory to Collateral Agent, indicating that such Collateral is subject to the security interest granted hereby, (ii) at the reasonable request of Collateral Agent, deliver and pledge to Collateral Agent hereunder all promissory notes and other instruments (excluding checks) and all original counterparts of chattel paper constituting Collateral, duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Collateral Agent, (iii) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, or as Collateral Agent may reasonably request, in order to perfect and preserve the security interests granted or purported to be granted hereby, (iv) upon the reasonable request of the Collateral Agent, after the acquisition by such Grantor of any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereof, upon the reasonable request of Collateral Agent, execute and file with the registrar of motor vehicles or other appropriate authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, (v) upon the reasonable request of Collateral Agent, deliver to Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby, and (vi) at Collateral Agent's reasonable request, appear in and defend any action or proceeding that may affect such Grantor's title to or Collateral Agent's security interest in all or any part of the Collateral. (b) Each Grantor hereby authorizes Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of such Grantor to the extent permitted by applicable law. Each Grantor agrees that a carbon, photographic or other reproduction of this Agreement or of a financing statement signed by such Grantor shall be sufficient as a financing statement and may be filed as a financing statement in any and all jurisdictions. (c) The initial Grantors hereunder shall be those Subsidiaries of Borrowers as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Borrowers may become parties hereto, as additional Grantors (each an "Additional Grantor"), by executing a counterpart of this Agreement substantially in the form of Schedule -------- 6 (d) annexed hereto. Upon delivery of any such counterpart to the Collateral ---- Agent, notice of which is hereby waived by the Grantors, each Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereof. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Collateral Agent not to cause any Subsidiary to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder. Each Additional Grantor shall execute and file such financing statements and such other instruments or notices or as Collateral Agent may reasonably request, in order to perfect the security interests granted or purported to be granted hereunder.

Further Assurances Additional Grantors. (a) Each --------------------------------------- Grantor agrees that from time to time, at the expense of Grantorssuch Grantor, such Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that Collateral Agent may reasonably be necessary or desirable, or that Secured Party may request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Collateral Agent Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, each such Grantor willwill promptly: (i) upon at the reasonable request of the Collateral AgentSecured Party, ▇▇▇▇ mark conspicuously each item of chattel paper included in the AccountsAccoun▇▇ ▇f such Grantor (including electronically placing an identification of Secured Party on the electronic chattel paper), each Related Contract and, at the reasonable request of Collateral Agent, such Grantor and each of its records pertaining to the CollateralCollateral of such Grantor, with a legend, in form and substance reasonably satisfactory to Collateral AgentSecured Party, indicating that such Collateral is subject to the security interest granted hereby, (ii) at the reasonable request of Collateral AgentSecured Party, deliver and pledge to Collateral Agent Secured Party hereunder all promissory notes and other instruments (excluding including checks) and all original counterparts (and, for electronic chattel paper, the electronic equivalent thereof) of chattel paper constituting CollateralCollateral of such Grantor, duly indorsed endorsed and accompanied by duly executed authenticated instruments of transfer or assignment, all in form and substance satisfactory to Collateral AgentSecured Party, (iii) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as Collateral Agent Secured Party may reasonably request, in order to perfect and preserve the security interests granted or purported to be granted hereby, which shall be deemed to be all assets of Grantor, (iv) upon the reasonable take such action as Secured Party may request in order for Secured Party to obtain "control" of any and all investment property, deposit accounts, electronic chattel paper, and letter-of-credit rights (as such terms are now or hereafter defined in Revised Article 9 of the Collateral AgentUniform Commercial Code ("REVISED ARTICLE 9") with corresponding provisions in Rev. ss.ss.9-104, after 9-105, 9-106 and 9-107 pertaining to the acquisition by construction of "control" for such Grantor items of any item of Equipment which is covered by a certificate of title under a statute of any jurisdiction under the law of which indication of a security interest on such certificate is required as a condition of perfection thereofCollateral), upon the reasonable request of Collateral Agent, execute with each and file with the registrar of motor vehicles or other appropriate authority every agreement establishing control to be in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of titleform and substance satisfactory to Secured Party, (v) upon obtain the reasonable request acknowledgement, in form and substance satisfactory to Secured Party, of any bailee having possession of any of the Collateral Agentthat the bailee holds such Collateral for Secured Party, deliver to Collateral Agent copies of all such applications or other documents filed during such calendar quarter and copies of all such certificates of title issued during such calendar quarter indicating the security interest created hereunder in the items of Equipment covered thereby, and (vi) at any reasonable time, upon request by Secured Party, exhibit the Collateral Agentof such Grantor to and allow inspection of such Collateral by Secured Party, or persons designated by Secured Party, and (vii) at Secured Party's reasonable request, appear in and defend any action or proceeding that may affect such Grantor's title to or Collateral AgentSecured Party's security interest in all or any part of the Collateral. (b) Each Grantor hereby authorizes Collateral Agent Secured Party to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral such Grantor's assets without the signature of such Grantor to the extent permitted by applicable lawGrantor. Each Grantor agrees that a carbon, photographic photographic, electronic or other reproduction of this Agreement or of a financing statement signed executed or authenticated by such Grantor shall be sufficient as a financing statement and may be filed as a financing statement in any and all jurisdictions. (c) Each Grantor will furnish to Secured Party from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Secured Party may reasonably require, all in reasonable detail. Each Grantor will furnish to Secured Party, within sixty (60) days following execution of this Agreement, thereafter on an annual basis within sixty (60) days following the close of each of such Grantor's fiscal years, and at such additional times as the Secured Party may reasonably require, a complete listing of each Account Debtor, including each Account Debtor's name and complete address, in both hard copy and machine-readable magnetic media formats. (d) The initial Grantors hereunder shall be those of the Subsidiaries of Borrowers the Borrower as are signatories hereto on the date hereof. From time to time subsequent to the date hereof, additional Subsidiaries of Borrowers the Borrower may become parties hereto, as additional Grantors (each an "Additional GrantorADDITIONAL GRANTOR"), by executing a counterpart of this Agreement substantially in the form of Schedule -------- 6 (d) annexed heretoSubsidiary Security Agreement. Upon delivery of any such counterpart to the Collateral ---- AgentSecured Party, notice of which is hereby waived by the Grantors, each Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereof. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Collateral the Agent not to cause any Subsidiary of the Borrower to become an Additional Grantor hereunder. This Subsidiary Security Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder. Each Promptly upon execution of such counterpart each Additional Grantor shall execute take the actions set forth in Section 5(a)(i) through (vii) and file shall provide an addendum to each of the Schedules to this Agreement that provides the information called for on such financing statements and Schedule as it applies to such other instruments or notices or as Collateral Agent may reasonably request, in order to perfect the security interests granted or purported to be granted hereunderAdditional Grantor.