Further Assurances; Pledge of Instruments Clause Samples

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 Grantor, Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Agent may 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 of any Contract held by Grantor or in which Grantor has any rights not heretofore assigned, (ii) filing any financing or continuation statements under the Code with respect to the Liens granted hereunder or under any other Related Document, (iii) transferring Collateral to Agent's possession (for the benefit of Agent and Lenders) if such Collateral consists of Chattel Paper, Instruments or if a Lien on such Collateral can be perfected only by possession, or if requested by Agent, and (iv) obtaining, or using its best efforts to obtain, waivers of Liens, if any exist, from landlords and mortgagees in accordance with the Credit Agreement. Grantor also hereby authorizes Agent to file any such financing or continuation statements without the signature of 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 Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of Secured Party, and at the sole expense of Grantor, Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as Secured Party may reasonably deem necessary or desirable to obtain the full benefits of this Security Agreement, including, without limitation, (a) using its best efforts to secure all consents and approvals, including such consent as described in Section 3(b) hereof, necessary or appropriate for the grant of a security interest to Secured Party in any Collateral held by Grantor or in which Grantor has any right or interest not heretofore assigned, (b) executing, delivering and causing to be filed any financing or continuation statements (including "in lieu" continuation statements) under the UCC with respect to the security interests granted hereby, at Secured Party's reasonable request, executing and delivering or causing to be delivered written notice to insurers of Secured Party's security interest in, or claim in or under, any policy of insurance (including unearned premiums) and (c) at Secured Party's reasonable request, using its best efforts to obtain acknowledgments from bailees having possession of any Collateral and waivers of liens from landlords and mortgagees of any location where any of the Collateral may from time to time be stored or located. Grantor also hereby authorizes Secured Party to file any such financing or continuation statement (including "in lieu" continuation statements) without the signature of 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 and any Instrument in the outstanding or stated amount of less than $10,000, shall be duly endorsed in a manner reasonably satisfactory to Secured Party and delivered to Secured Party promptly and in any event within five (5) business days of Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of Trustee (in its discretion or acting upon a written request set forth in a Debentureholders' Instrument) and at the sole expense of the Company, the Company shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Trustee may deem desirable (or require acting upon a written request set forth in a Debentureholders' Instrument) to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including, but subject to the prior rights of holders of Permitted Liens and to the extent not inconsistent with those rights: (a) delivering copies of all statements of accounts, bills, invoices and books of account relating to Accounts and all records, ledgers, reports, correspondence, schedules, documents, statements, lists and other writings relating to the Collateral for the purpose of inspecting, auditing or copying the same; (b) using commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Trustee, for the benefit of Secured Parties, of any Licence or Contract held by the Company or in which the Company has any rights not heretofore assigned; (c) filing any financing statements and financing change statements under the PPSA (or other applicable personal property security laws) with respect to the Security Interest granted hereunder or under any other document or agreement executed and delivered in connection with the Trust Indenture; (d) transferring Collateral to Trustee's possession if such Collateral consists of Chattel Paper, Instruments or Securities in any case having a value in excess of $50,000 or if a Security Interest in such Collateral can be perfected only by possession, or if requested by Trustee (in its discretion or acting upon written request set forth in a Debentureholders' Instrument); and (e) obtaining, or using commercially reasonable efforts to obtain, waivers of Liens, if any exist, from landlords, warehousemen and mortgagees. The Company also hereby authorizes Trustee to file any such financing or financing change statements without the signature of the Company 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, at the request of Trustee (in its discretion or acting upon a written reque...

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the Lender and at the sole expense of Grantor, Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as the Lender may deem reasonably necessary to obtain the full benefits intended by this Security Agreement and of the rights and powers intended to be 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 the Lender of (A) any License or Contract related to Receivables or Related Security and (B) any other material License or Contract (excluding for the purposes of this Section 5(a) any marketing agreements with financial institutions and other corporate entities that provide for the solicitation by Grantor of participants in programs sponsored by such financial institutions and other entities to become Registered Card Members or to participate in other programs sponsored by Grantor), in each case, held by Grantor or in which Grantor has any rights not heretofore assigned, (ii) filing any financing or continuation statements under the UCC with respect to the Liens granted hereunder or under any other Financing Agreement (other than with respect to the Collateral of Grantor located at Grantor's sales offices or Restaurants), and (iii) with respect to Collateral that individually has an outstanding principal amount greater than $10,000 or in the aggregate have an outstanding principal amount greater than $100,000, transferring (to the extent of any such outstanding principal amount greater than $100,000) such Collateral to the Lender's possession if such Collateral consists of Chattel Paper, Instruments or if a Lien on such Collateral can be perfected only by possession, or if requested by the Lender. Grantor also hereby authorizes the Lender to file any such financing or continuation statements without the signature of Grantor to the extent permitted by applicable law (other than with respect to the Collateral of Grantor located at Grantor's sales offices or Restaurants). 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 Lender immediately upon Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. (i) At any time and from time to time, upon the request of First Lien Agent and at the sole expense of Grantor, the Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as First Lien Agent may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (A) using its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the collateral assignment to or for the benefit of First Lien Agent of any License or Contract held by the Grantor and to enforce the security interests granted hereunder; and (B) filing any financing or continuation statements under the Code with respect to the Liens granted hereunder or under any other Note Document as to those jurisdictions that are not Uniform Commercial Code jurisdictions. (ii) Unless First Lien Agent shall otherwise consent in writing (which consent may be revoked), the Grantor shall deliver to First Lien Agent all Collateral consisting of negotiable documents, certificated securities, and Instruments (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) which are not subject to Permitted Encumbrances, evidencing obligations in excess of $25,000 individually, promptly after such Note Party receives the same. (iii) The Grantor shall obtain or use its commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords of property on which material Collateral is located when and to the extent required by the Note Purchase Agreement. (iv) If required by the terms of the Note Purchase Agreement and not waived by First Lien Agent in writing (which waiver may be revoked) or if requested by the First Lien Agent or any Senior Note Purchaser, the Grantor shall use commercially reasonable efforts to obtain authenticated Control Letters from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for the Grantor. (v) The Grantor shall obtain a deposit account control agreement with each bank or financial institution holding a Deposit Account (other than payroll accounts) for the Grantor to the extent required by the Note Purchase Agreement. (vi) The Grantor that is or becomes the beneficiary of a letter of credit having face amounts of $25,000 individually, or in...

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of Secured Party, and at the sole expense of Debtor, Debtor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as Secured Party may reasonably deem necessary or desirable to obtain the full benefits of this Agreement. Debtor also hereby authorizes Secured Party to file any such financing or continuation statement (including "in lieu" continuation statements) without the signature of Debtor. 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 reasonably satisfactory to Secured Party and delivered to Secured Party promptly and in any event within five (5) business days of Debtor's receipt thereof; provided until an Event of Default shall have occurred and be continuing, Debtor shall have no obligation to endorse and deliver to secured party any instruments arising out of or related to Debtor's auto loan activities.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written reasonable request of Secured Party, and at the sole expense of Grantor, Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as Secured Party may reasonably deem necessary or desirable to obtain the full benefits of this Security Agreement, including, without limitation, facilitating the filing of UCC-1 Financing Statements in all applicable jurisdictions and this Security Agreement (and any amendment hereto) or a collateral assignment (and any amendments thereto) with the United States Copyright Office and/or Patent and Trademark Office, as applicable.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of Bank, and at the sole expense of Grantor, Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as Bank may reasonably deem necessary or desirable to obtain the full benefits of this IP Security Agreement, including, without limitation, facilitating the filing of UCC-1 Financing Statements in all applicable jurisdictions and this IP Security Agreement (and any amendment hereto) or any other document that Bank may reasonably deem necessary, including, without limitation, any filing described in Schedule D or any other collateral assignment, (and any amendments thereto) with the United States Copyright Office, Patent and Trademark Office and/or, to the extent commercially reasonable, the state or foreign equivalents of these offices, as applicable.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of Secured Party, and at the sole expense of Grantor, Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as Secured Party may reasonably deem necessary or desirable to obtain the full benefits of this Security Agreement, including, without limitation, facilitating the filing of UCC-1 Financing Statements in all applicable jurisdictions and this Security Agreement (and any amendment hereto) with the United States Copyright Office and/or Patent and Trademark Office, as applicable, and transferring Collateral to the Secured Party's possession if such Collateral consists of Chattel Paper, Instruments or if a Lien on such Collateral can be perfected by possession.