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 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. At any time and from ----------------------------------------- time to time, upon the written request of Agent or, in the Lender case of Current Collateral, Revolving Credit Agent, and at the sole expense of GrantorBorrower, Grantor Borrower shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions action as the Lender Agent or, if applicable, Revolving Credit Agent, may reasonably deem reasonably necessary desirable to obtain the full benefits intended by of 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 Agent of (A) any License (including, but not limited to software licenses) 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 Borrower or in which Grantor Borrower has any rights not heretofore assigned, (ii) filing any financing or continuation statements under the UCC Code with respect to the Liens liens and security interests 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)Loan Document, 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 LenderAgent's or Revolving Credit Agent's possession (if such Collateral consists of Chattel PaperDocuments, Instruments or Chattel Paper or if a Lien on security interest in such Collateral can be perfected only by possession, or if requested by Agent or Revolving Credit Agent though the Lenderparties hereto agree and understand that for perfection purposes in such Collateral, any possession of such Collateral by Revolving Credit Agent shall be as agent for and on behalf of Agent) 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 their discretion may establish reasonable reserves against availability under this Agreement until the same have been obtained). Grantor Borrower also hereby authorizes the Lender each of Agent and Revolving Credit Agent to file any such financing or continuation statements statement without the signature of Grantor Borrower to the extent permitted by applicable law (other than with respect to the Collateral of Grantor located at Grantor's sales offices or Restaurants)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 the Lender Agent and immediately upon GrantorBorrower's receipt thereof.

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 GrantorLender, 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 actions as the Lender may deem reasonably necessary request to obtain the full benefits intended by of this Security Agreement and of the rights and powers intended to be 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 the Lender of (A) any License Liquidation Sales Agreement, 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, contract 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. assigned Grantor also hereby authorizes the Lender to file any such financing or continuation statements to perfect or maintain a security interest in the Collateral without the signature of Grantor to the maximum extent permitted by applicable law (other than law. Lender will provide Grantor with respect to the Collateral contemporaneous notice of Grantor located at Grantor's sales offices or Restaurants)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 the Lender immediately promptly upon Grantor's ’s receipt thereof.

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 such Grantor, 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 actions as the Lender may deem reasonably necessary desirable to obtain the full benefits intended by of 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 held 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 such Grantor has any rights not heretofore assigned, (ii) filing any financing or continuation statements under the UCC Code 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)Loan Document, 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 letters of credit or if a Lien on such Collateral can be perfected only by possession, or if otherwise requested by Lender, and (iv) obtaining, or using its best efforts to 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, if any exist, from landlords and mortgagees in accordance with the LenderCredit Agreement. Such Grantor also hereby authorizes the Lender to file any such financing or continuation statements without the signature of such 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)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 the Lender immediately upon such 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 the Lender Agent and at the sole expense of GrantorBorrower, Grantor Borrower shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions action as the Lender Agent may reasonably deem reasonably necessary desirable to obtain the full benefits intended by of 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 Agent of (A) any License (including, but not limited to software licenses) 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 Borrower or in which Grantor Borrower has any rights not heretofore assigned, (ii) filing any financing or continuation statements under the UCC Code with respect to the Liens liens and security interests 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)Loan Document, 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 LenderAgent's possession (if such Collateral consists of Chattel PaperDocuments, Instruments or Chattel Paper or if a Lien on 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). Grantor Borrower also hereby authorizes the Lender Agent to file any such financing or continuation statements statement without the signature of Grantor Borrower to the extent permitted by applicable law (other than with respect to the Collateral of Grantor located at Grantor's sales offices or Restaurants)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 the Lender Agent immediately upon GrantorBorrower's receipt thereof.