Common use of Further Assurances, etc Clause in Contracts

Further Assurances, etc. Upon the reasonable request of the Secured Party, and at the sole expense of the Tenant, the Tenant will promptly execute and deliver, or will cause to be executed and delivered, such further instruments, certificates and documents and take such further actions as the Secured Party may reasonably deem desirable to obtain the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, filing of any financing statement, continuation statement, amendment or notice under the Uniform Commercial Code or other applicable law, execution of assignments or mortgages of General Intangibles, and transfer of Collateral to the Secured Party's possession. The Tenant authorizes the Secured Party to file such financing statements without the signature of the Tenant to the extent permitted by applicable law, and to file a copy of this Agreement in lieu of a financing statement, and to take any and all actions required or desirable by any earlier versions of the Uniform Commercial Code or by other law to perfect the Secured Party's security interest in any of the Collateral, as applicable in any relevant Uniform Commercial Code jurisdiction, or by other laws applicable in any foreign jurisdiction. The Tenant shall provide the Secured Party with any information the Secured Party shall reasonably request in connection with the foregoing, including, without limitation, the type and jurisdiction of organization of the Tenant, and any organizational identification number issued to the Tenant. The Tenant shall also take all actions reasonably requested by the Secured Party in order to insure the continued perfection and priority of the Secured Party's security interest in any of the Collateral and of the preservation of its rights therein.

Further Assurances, etc. Upon Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that Secured Party may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, Grantor will: (a) from time to time upon the request of Secured Party, promptly deliver to Secured Party such stock powers, limited liability company membership interest powers, instruments and similar documents, satisfactory in form and substance to Secured Party, with respect to such Collateral as Secured Party may reasonably request and will, from time to time upon the request of Secured Party after the occurrence and during the continuance of any Event of Default promptly transfer any securities constituting Collateral into the name of any nominee designated by Secured Party; (b) file (or cause to be filed or authorize to be filed) such financing statements or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or that Secured Party may reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to Secured Party hereby; (c) deliver to Secured Party and at all times keep pledged to Secured Party pursuant hereto, on a first-priority, perfected basis, at the reasonable request of the Secured Party, all investment property (and, if applicable, other Equity Interests) constituting Collateral, all Dividends and at the sole expense Distributions with respect thereto, and all proceeds and rights from time to time received by or distributable to Grantor in respect of any of the Tenantforegoing Collateral; provided, the Tenant will promptly execute however, that so long as no Default or Event of Default exists or would result therefrom, nothing in this subsection (c) shall prevent Grantor from (i) subject to compliance with Section 4.1(h) hereof, receiving and deliver, using Dividends or will cause Distributions or (ii) distributing Dividends and Distributions to be executed and delivered, such further instruments, certificates and documents and take such further actions as the Secured Party may reasonably deem desirable to obtain the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, filing of any financing statement, continuation statement, amendment or notice under the Uniform Commercial Code or other applicable law, execution of assignments or mortgages of General Intangibles, and transfer of Collateral to the Secured Party's possession. The Tenant authorizes the Secured Party to file such financing statements without the signature of the Tenant its Equity holders to the extent permitted by applicable law, and to file a copy Section 8.2 (or any successor provision(s) of this Agreement in lieu of a financing statement, and to take any and all actions required or desirable by any earlier versions such section) of the Uniform Commercial Code or by other law Credit Agreement; (d) furnish to perfect the Secured Party's security interest in any of , from time to time at Secured Party’s request, statements and schedules further identifying and describing the Collateral, as applicable in any relevant Uniform Commercial Code jurisdiction, or by Collateral and such other laws applicable in any foreign jurisdiction. The Tenant shall provide the Secured Party with any information the Secured Party shall reasonably request reports in connection with the foregoingCollateral as Secured Party may reasonably request, including, without limitation, the type and jurisdiction of organization of the Tenant, and any organizational identification number issued to the Tenant. The Tenant shall also take all actions in reasonable detail; and (e) do all things reasonably requested by the Secured Party in order to insure enable Secured Party to have control (as such term is defined in Article 8 and Article 9 of any applicable Uniform Commercial Code relevant to the continued creation, perfection and or priority of Collateral consisting of deposit accounts, accounts and letter of credit rights) over any Collateral. With respect to the Secured Party's foregoing and the grant of the security interest in hereunder, Grantor hereby authorizes Secured Party to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral. Grantor agrees that a carbon, photographic or other reproduction of this Pledge Agreement or any financing statement covering the Collateral and of the preservation of its rights thereinor any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. Upon the reasonable request of the Secured PartyDebtor agrees that, and from time to time at the its sole expense of the Tenantexpense, the Tenant Debtor will promptly execute and deliverdeliver all further instruments and documents, and take all further action, that may be necessary or appropriate, or will cause to be executed and delivered, such further instruments, certificates and documents and take such further actions as the that Secured Party may reasonably deem desirable request, in order to obtain preserve, protect, perfect, and/or maintain perfection of, any security interest granted or purported to be granted hereby or to enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the full benefits of this Agreement and generality of the foregoing, Debtor will, at the request of Secured Party upon reasonable notice: a. ▇▇▇▇ the Collateral and/or Debtor's ledger cards, books of account and other records relating to the Collateral, with appropriate notations, in a form and substance satisfactory to Secured Party, indicating that such Collateral is subject to the security interest granted hereby; b. Deliver and pledge to Secured Party hereunder all negotiable Documents, Instruments, Money, Tangible Chattel Paper and Certificated Securities which may be included in the Collateral, in each case accompanied by such duly executed instruments of transfer or assignment and other documentation as may be reasonably requested by Secured Party in order to establish and maintain a valid first priority perfected security interest in any such Collateral (subject only to Permitted Encumbrances), all in a form and substance satisfactory to Secured Party; c. Upon request of Secured Party, with respect to any Collateral which is: (i) Investment Property (other than Certificated Securities); (ii) Deposit Accounts; (iii) Letter of Credit Rights; or (iv) Electronic Chattel Paper; take and use its best efforts to cause all relevant parties to take such actions and to cause the security interest in such Collateral to be perfected by "control" (as used in Articles 8 and 9 of the UCC); d. Execute and file such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as Secured Party may request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to Secured Party hereby; e. In the event any Collateral is covered by a certificate of title, cause the Security Interest in such Collateral to be noted on the applicable certificate; and f. Execute such amendments to this Agreement, obtain such agreements and powers herein granteddocuments from third parties, and take such other actions as may be necessary or desirable, or that Secured Party may reasonably request. Debtor hereby authorizes Secured Party to file one or more financing or continuation statements (including, without limitation, filing of any financing statement, continuation statement, amendment or notice under the Uniform Commercial Code or other applicable law, execution of assignments or mortgages of General Intangibles, and transfer of Collateral to the Secured Party's possession. The Tenant authorizes the Secured Party to file such financing statements identifying additional Collateral as it is purchased from time to time) and amendments thereto, relative to all or any part of the Collateral without the signature of the Tenant to the extent Debtor where permitted by applicable law. A carbon, and to file a copy photographic or other reproduction of this Agreement in lieu of or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement, and to take any and all actions required or desirable statement where permitted by any earlier versions of the Uniform Commercial Code or by other law to perfect the Secured Party's security interest in any of the Collateral, as applicable in any relevant Uniform Commercial Code jurisdiction, or by other laws applicable in any foreign jurisdiction. The Tenant shall provide the Secured Party with any information the Secured Party shall reasonably request in connection with the foregoing, including, without limitation, the type and jurisdiction of organization of the Tenant, and any organizational identification number issued to the Tenant. The Tenant shall also take all actions reasonably requested by the Secured Party in order to insure the continued perfection and priority of the Secured Party's security interest in any of the Collateral and of the preservation of its rights thereinlaw.

Further Assurances, etc. Upon (a) If any Event of Default shall have occurred and shall be continuing, Debtor will, from time to time and at its own expense, promptly execute, acknowledge, witness and deliver and file and/or record, or cause the reasonable execution, acknowledgment, witnessing and delivery and the filing and/or recordation of, such specific and further assignments of Collateral and such other documents or instruments, and shall take or cause to be taken such other actions, as the Secured Party may reasonably request for the perfection against Debtor and all third parties whomsoever of the security interests created hereby in the Collateral or for the continuation and protection thereof, and promptly give to the Secured Party evidence satisfactory to the Secured Party of such action. Without limiting the generality of the foregoing, Debtor promptly upon the execution and delivery of this Agreement, and at any time or from time to time thereafter upon the request of the Secured Party, shall, at Debtor's expense, execute, acknowledge, witness and at the sole expense of the Tenant, the Tenant will promptly execute deliver such financing and deliver, or will cause to be executed and delivered, such further instruments, certificates and documents and take such further actions continuation statements as the Secured Party may reasonably deem desirable request for the purpose of perfecting, maintaining and protecting such security interests of the Secured Party, and shall cause this Agreement, any amendment or supplement hereto or thereto and each such financing and continuation statement, notice and additional security agreements to be filed or recorded in such manner and in such places as may be required by applicable law or as the Secured Party may reasonably request for such purpose. Debtor hereby authorizes the Secured Party to effect any filing or recording which the Secured Party has requested pursuant to this Section 4(a) without the signature of such Debtor, to the extent permitted by applicable law. Notwithstanding the foregoing provisions of this Section 4(a) or any of the other provisions of this Agreement, the Secured Party agrees that it shall not communicate with any account debtors or customers of Debtor in the exercise of the Secured Party's rights hereunder until the occurrence and during the continuance of an Event of Default. (b) At any time and from time to time, upon the written request of the Secured Party, Debtor will, at Debtor's expense, promptly and duly execute, acknowledge, witness and deliver, or cause to be duly executed, acknowledged, witnessed and delivered, any and all such further instruments and documents, and take such further actions, as the Secured Party may reasonably request, to obtain for the Secured Party the full benefits of this Agreement and of the rights and powers herein and therein granted, including, without limitation, filing of any financing statement, continuation statement, amendment or notice under the Uniform Commercial Code or other applicable law, execution of assignments or mortgages of General Intangibles, and transfer of Collateral to the Secured Party's possession. The Tenant authorizes the Secured Party to file such financing statements without the signature of the Tenant to the extent permitted by applicable law, and to file a copy of this Agreement in lieu of a financing statement, and to take any and all actions required or desirable by any earlier versions of the Uniform Commercial Code or by other law to perfect the Secured Party's security interest in any of the Collateral, as applicable in any relevant Uniform Commercial Code jurisdiction, or by other laws applicable in any foreign jurisdiction. The Tenant shall provide the Secured Party with any information the Secured Party shall reasonably request in connection with the foregoing, including, without limitation, the type and jurisdiction of organization of the Tenant, and any organizational identification number issued to the Tenant. The Tenant shall also take all actions reasonably requested by the Secured Party in order to insure the continued perfection and priority of the Secured Party's security interest in any of the Collateral and of the preservation of its rights therein.

Further Assurances, etc. Upon the reasonable request of the Secured PartyGrantor agrees that, and from time to time at the sole expense of the Tenantits own expense, the Tenant it will promptly execute and deliverdeliver all further instruments and documents, or will cause to be executed and delivered, such further instruments, certificates and documents and take such all further actions as the action, that may be necessary or that Secured Party may reasonably deem desirable request, in order to obtain the full benefits of this Agreement perfect, preserve and of the rights and powers herein granted, including, without limitation, filing of protect any financing statement, continuation statement, amendment security interest granted or notice under the Uniform Commercial Code purported to be granted hereby or other applicable law, execution of assignments or mortgages of General Intangibles, and transfer of Collateral to the Secured Party's possession. The Tenant authorizes the enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, Grantor will: (a) from time to time upon the request of Secured Party, promptly deliver to Secured Party such stock powers, limited liability company membership interest powers, instruments and similar documents, satisfactory in form and substance to Secured Party, with respect to such Collateral as Secured Party may reasonably request and will, from time to time upon the request of Secured Party after the occurrence and during the continuance of any Event of Default promptly transfer any securities constituting Collateral into the name of any nominee designated by Secured Party; (b) file (or cause to be filed or authorize to be filed) such financing statements without the signature or continuation statements, or amendments thereto, and such other instruments or notices (including any assignment of the Tenant claim form under or pursuant to the extent permitted by applicable lawfederal assignment of claims statute, and 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to file a copy of this Agreement any version thereof), as may be necessary or that Secured Party may reasonably request in lieu of a financing statement, and to take any and all actions required or desirable by any earlier versions of the Uniform Commercial Code or by other law order to perfect and preserve the security interests and other rights granted or purported to be granted to Secured Party hereby; (c) furnish to Secured Party's security interest in any of , from time to time at Secured Party’s request, statements and schedules further identifying and describing the Collateral, as applicable in any relevant Uniform Commercial Code jurisdiction, or by Collateral and such other laws applicable in any foreign jurisdiction. The Tenant shall provide the Secured Party with any information the Secured Party shall reasonably request reports in connection with the foregoingCollateral as Secured Party may reasonably request, including, without limitation, the type and jurisdiction of organization of the Tenant, and any organizational identification number issued to the Tenant. The Tenant shall also take all actions in reasonable detail; and (d) do all things reasonably requested by the Secured Party in order to insure enable Secured Party to have control (as such term is defined in Article 8 and Article 9 of any applicable Uniform Commercial Code relevant to the continued creation, perfection and or priority of Collateral consisting of deposit accounts, accounts and letter of credit rights) over any Collateral. With respect to the Secured Party's foregoing and the grant of the security interest in hereunder, Grantor hereby authorizes Secured Party to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral. Grantor agrees that a carbon, photographic or other reproduction of this Pledge Agreement or any financing statement covering the Collateral and of the preservation of its rights thereinor any part thereof shall be sufficient as a financing statement where permitted by law.

Further Assurances, etc. Upon The Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary or that the reasonable Secured Party may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, and subject to the Subordination Agreement, the Grantor will: (a) from time to time upon the request of the Secured Party, promptly deliver to the Secured Party such stock powers, instruments and at similar documents, reasonably satisfactory in form and substance to the sole expense of the TenantSecured Party, the Tenant will promptly execute and deliver, or will cause with respect to be executed and delivered, such further instruments, certificates and documents and take such further actions Collateral as the Secured Party may reasonably deem desirable request and will, from time to obtain time upon the full benefits of this Agreement and request of the rights Secured Party, after the occurrence and powers herein granted, including, without limitation, filing during the continuance of any financing statementEvent of Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by the Secured Party; (b) file (and hereby authorizes the Secured Party to file) such Filing Statements or continuation statementstatements, amendment or notice under the Uniform Commercial Code or other applicable law, execution of assignments or mortgages of General Intangiblesamendments thereto, and transfer such other instruments or notices (including any assignment of Collateral claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be reasonably necessary or that the Secured Party may reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Secured Party hereby; and (c) furnish to the Secured Party, from time to time at the Secured Party's possessionrequest, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Secured Party may reasonably request, all in reasonable detail. The Tenant With respect to the foregoing and the grant of the security interest hereunder, and subject to the Subordination Agreement, the Grantor hereby authorizes the Secured Party to file such one or more financing statements without the signature of the Tenant to the extent permitted by applicable lawor continuation statements, and amendments thereto, relative to file a copy of this Agreement in lieu of a financing statement, and to take all or any and all actions required or desirable by any earlier versions of the Uniform Commercial Code or by other law to perfect the Secured Party's security interest in any part of the Collateral; and to make all relevant filings with the United States Patent and Trademark Office, as applicable the United States Copyright Office and corresponding offices in any relevant Uniform Commercial Code jurisdiction, or by other laws applicable countries of the world in any foreign jurisdictionrespect of the Intellectual Property Collateral. The Tenant Grantor agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall provide be sufficient as a UCC financing statement where permitted by Law. The Grantor hereby authorizes the Secured Party with any information to file financing statements describing as the Secured Party shall reasonably request in connection with the foregoing, including, without limitation, the type and jurisdiction of organization collateral covered thereby "all of the Tenantdebtor's personal property or assets" or words to that effect, and any organizational identification number issued to the Tenant. The Tenant shall also take all actions reasonably requested by the Secured Party notwithstanding that such wording may be broader in order to insure the continued perfection and priority of the Secured Party's security interest in any of scope than the Collateral and of the preservation of its rights thereindescribed in this Security Agreement.

Further Assurances, etc. Upon The Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the reasonable Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will: (a) from time to time upon the request of the Secured Party, promptly deliver to the Secured Party such stock powers, instruments and at similar documents, satisfactory in form and substance to the sole expense of the TenantSecured Party, the Tenant will promptly execute and deliver, or will cause with respect to be executed and delivered, such further instruments, certificates and documents and take such further actions Collateral as the Secured Party may reasonably deem desirable request and will, from time to obtain time upon the full benefits of this Agreement and request of the rights Secured Party after the occurrence and powers herein granted, including, without limitation, filing during the continuance of any financing statementEvent of Default promptly transfer any securities constituting Collateral into the name of any nominee designated by the Secured Party; if any Receivable shall be evidenced by an instrument, continuation statementnegotiable document or chattel paper, amendment deliver and pledge to the Secured Party when and as required hereunder such instrument, negotiable document or notice under the Uniform Commercial Code chattel paper duly endorsed and accompanied by duly executed instruments of transfer or other applicable lawassignment, execution of assignments or mortgages of General Intangibles, all in form and transfer of Collateral substance satisfactory to the Secured Party's possession; (b) execute and/or file (or cause to be filed) such financing statements or continuation statements, or amendments thereto, and such other instruments or notices, as may be reasonably necessary in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Secured Party hereby; (c) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any intercompany note or other instrument constituting Collateral, if any; and (d) furnish to the Secured Party, from time to time at the Secured Party’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Secured Party may reasonably request, all in reasonable detail. The Tenant With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Secured Party to file such one or more financing statements or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Tenant to the extent Grantor where permitted by applicable law. The Grantor agrees that a carbon, and to file a copy photographic or other reproduction of this Pledge and Security Agreement in lieu of or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement, and to take any and all actions required or desirable statement where permitted by any earlier versions of the Uniform Commercial Code or by other law to perfect the Secured Party's security interest in any of the Collateral, as applicable in any relevant Uniform Commercial Code jurisdiction, or by other laws applicable in any foreign jurisdiction. The Tenant shall provide the Secured Party with any information the Secured Party shall reasonably request in connection with the foregoing, including, without limitation, the type and jurisdiction of organization of the Tenant, and any organizational identification number issued to the Tenant. The Tenant shall also take all actions reasonably requested by the Secured Party in order to insure the continued perfection and priority of the Secured Party's security interest in any of the Collateral and of the preservation of its rights thereinlaw.