Common use of Supplements; Further Assurances Clause in Contracts

Supplements; Further Assurances. 5.1 Each Pledgor agrees that at any time and from time to time, at the expense of such Pledgor, such Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or 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 Pledged Collateral. 5.2 Each Pledgor further agrees that it will, upon obtaining any shares of any Person required to be pledged pursuant to Section 1.1 A(b) or 1.1(B)(b), promptly (and in any event within five (5) Business Days) deliver to Collateral Agent a pledge amendment, duly executed by the Pledgor, in substantially the form of Schedule III hereto (a “Pledge Amendment”), in respect of the additional Pledged Shares which are to be pledged pursuant to this Agreement. Each Pledgor hereby authorizes Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to Collateral Agent shall for all purposes hereunder be considered Pledged Collateral; provided, that, the failure of a Pledgor to execute a Pledge Amendment with respect to any additional Pledged Shares pursuant to this Agreement shall not impair the security interest of Collateral Agent therein or otherwise adversely affect the rights and remedies of Collateral Agent hereunder with respect thereto.

Supplements; Further Assurances. 5.1 Each Pledgor agrees that at any time and (a) The Pledgors shall cause each person which, from time to time, at after the expense date hereof shall be required to pledge any assets to the Collateral Agent for the benefit of such Pledgorthe Secured Parties pursuant to the provisions of the Credit Agreement, such Pledgor will promptly to execute and deliver to the Collateral Agent a Joinder Agreement and, upon such execution and delivery, such person shall constitute a "Guarantor" and a "Pledgor" for all further instruments purposes hereunder with the same force and documentseffect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such joinder agreement 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 Guarantor and Pledgor as a party to this Agreement. (b) Each Pledgor shall, upon obtaining any Pledged Equity Interests or Pledged Notes of any person, accept the same in trust for the benefit of the Collateral Agent and forthwith deliver to the Collateral Agent a Perfection Certificate Supplement, and the certificates and other documents required under this Article III in respect of the additional Pledged Equity Interests, Pledged Notes or other possessory Security Agreement Collateral which is to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Equity Interests or Pledged Notes. (c) Each Pledgor agrees to take all such further actionactions, that may be necessary or that and to execute and deliver to the Collateral Agent such additional assignments, agreements, supplements, powers and instruments, as the Collateral Agent may reasonably requestin its reasonable judgment deem necessary or appropriate, wherever required by law, in order to perfect perfect, preserve and protect any the security interest in the Security Agreement Collateral as provided herein and the rights and interests granted to the Collateral Agent hereunder, to carry into effect the purposes hereof or purported better to be granted hereby assure and confirm unto the Collateral Agent or to enable permit the Collateral Agent to exercise and enforce its rights rights, powers and remedies hereunder with respect to any Pledged Security Agreement Collateral. 5.2 Each . Without limiting the generality of the foregoing, each Pledgor further agrees that it willshall make, execute, endorse, acknowledge, file or refile and/or deliver to the Collateral Agent from time to time upon obtaining any shares reasonable request such lists, descriptions and designations of the Security Agreement Collateral, copies of warehouse receipts, receipts in the nature of warehouse receipts, bills of lading, documents of title, vouchers, invoices, schedules, confirmatory assignments, supplements, additional security agreements, conveyances, financing statements, financing change statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments. If a Default has occurred and is continuing, the Collateral Agent may institute and maintain, in its own name or in the name of any Person required to be pledged pursuant to Section 1.1 A(b) or 1.1(B)(b)Pledgor, promptly (such suits and in any event within five (5) Business Days) deliver to proceedings as the Collateral Agent a pledge amendment, duly executed may be advised by the Pledgor, in substantially the form counsel shall be necessary or expedient to prevent any impairment of Schedule III hereto (a “Pledge Amendment”), in respect of the additional Pledged Shares which are to be pledged pursuant to this Agreement. Each Pledgor hereby authorizes Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to Collateral Agent shall for all purposes hereunder be considered Pledged Collateral; provided, that, the failure of a Pledgor to execute a Pledge Amendment with respect to any additional Pledged Shares pursuant to this Agreement shall not impair the security interest in or the perfection thereof in the Security Agreement Collateral. All of Collateral Agent therein or otherwise adversely affect the rights foregoing shall be at the sole cost and remedies expense of Collateral Agent hereunder with respect theretothe Pledgors.

Supplements; Further Assurances. 5.1 Each (a) Pledgor agrees that at any time and from time to time, at the sole cost and expense of such Pledgor, such Pledgor will shall promptly execute and deliver all further instruments and documents, including, without limitation, supplemental or additional UCC1 financing statements, and take all further action, action that may be necessary or that Collateral Agent the Trustee may reasonably request, in order to perfect and protect any the pledge, security interest and Lien granted or purported to be granted hereby or to enable Collateral Agent the Trustee to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. 5.2 Each (b) Pledgor further agrees that it willshall, upon obtaining any shares additional Pledged Shares of any Person required to be pledged pursuant to Section 1.1 A(b) or 1.1(B)(b)Insight Ohio, promptly (and in any event within five (5) Business Days) deliver to Collateral Agent the Trustee a pledge amendment, duly executed by the Pledgor, in substantially the form of Schedule III Exhibit 1 hereto (each, a “"Pledge Amendment”"), in respect --------- of the additional Pledged Shares which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional shares. Each Pledgor hereby authorizes Collateral Agent the Trustee to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to Collateral Agent the Trustee shall for all purposes hereunder be considered Pledged Collateral; provided, that, the failure of a Pledgor to execute a Pledge Amendment with respect to any additional Pledged Shares pursuant to this Agreement shall not impair the security interest of Collateral Agent therein or otherwise adversely affect the rights and remedies of Collateral Agent hereunder with respect thereto.

Supplements; Further Assurances. 5.1 Each 6.1 Pledgor agrees that at any time and from time to time, at the sole cost and expense of such Pledgor, such Pledgor will shall promptly execute and deliver all further instruments and documents, and take all further action, action that may be necessary or that Collateral Agent Trustee may reasonably request, in order to perfect protect the pledge and protect any security interest Lien granted or purported to be granted hereby or to enable Collateral Agent Trustee to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. 5.2 Each 6.2 Pledgor further agrees that it willshall, upon obtaining any shares Pledged Shares of any Person required to be pledged pursuant to Section 1.1 A(b) or 1.1(B)(b)Person, promptly (and in any event within five (5) Business Days) deliver to Collateral Agent Trustee a pledge amendment, duly executed by the Pledgor, in substantially the form of Schedule III Exhibit I hereto (each, a “"Pledge Amendment”"), in respect of the additional Pledged Shares which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional shares. Each Pledgor hereby authorizes Collateral Agent Trustee to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to Collateral Agent Trustee shall for all purposes hereunder be considered Pledged Collateral; providedCollateral from and after the date of such Pledge Amendment. All certificates, that, the failure of a Pledgor to execute a Pledge Amendment with respect to instruments or other documents evidencing or representing any additional Pledged Shares pursuant hereinafter acquired by Pledgor shall forthwith after issuance be delivered to this Agreement shall not impair and remain in the security interest custody of Collateral Agent therein Trustee or otherwise adversely affect the rights and remedies of Collateral Agent hereunder with respect theretoits nominee.

Supplements; Further Assurances. 5.1 Each Pledgor agrees that at any time and from time to time, at the expense of such Pledgor, such Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or 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 Pledged Collateral. 5.2 Each Pledgor further agrees that it will, upon obtaining any shares of any Person required to be pledged pursuant to Section 1.1 A(b1.1(B) or 1.1(B)(b1.2(B), promptly (and in any event within five (5) Business DaysDays (or such longer period as may be reasonably agreed to by the Collateral Agent)) deliver to Collateral Agent a pledge amendment, duly executed by the Pledgor, in substantially the form of Schedule III hereto (a “Pledge Amendment”), in respect of the additional Pledged Shares which are to be pledged pursuant to this Agreement. Each Pledgor hereby authorizes Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to Collateral Agent shall for all purposes hereunder be considered Pledged Collateral; provided, that, the failure of a Pledgor to execute a Pledge Amendment with respect to any additional Pledged Shares pursuant to this Agreement shall not impair the security interest of Collateral Agent therein or otherwise adversely affect the rights and remedies of Collateral Agent hereunder with respect thereto.

Supplements; Further Assurances. 5.1 Each Pledgor agrees that at any time and from time to time, at the expense of such Pledgor, such Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or 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 Pledged Collateral. 5.2 Each Pledgor further agrees that it will, upon obtaining any shares of any Person required to be pledged pursuant to Section 1.1 A(b1.1A(b) or 1.1(B)(b), promptly (and in any event within five (5) Business Days) deliver to Collateral Agent a pledge amendment, duly executed by the Pledgor, in substantially the form of Schedule III hereto (a “Pledge Amendment”), in respect of the additional Pledged Shares which are to be pledged pursuant to this Agreement. Each Pledgor hereby authorizes Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to Collateral Agent shall for all purposes hereunder be considered Pledged Collateral; provided, that, the failure of a Pledgor to execute a Pledge Amendment with respect to any additional Pledged Shares pursuant to this Agreement shall not impair the security interest of Collateral Agent therein or otherwise adversely affect the rights and remedies of Collateral Agent hereunder with respect thereto.

Supplements; Further Assurances. 5.1 Each Pledgor agrees that at any time and from time to time, at the expense of such the Pledgor, such each Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. 5.2 . Each Pledgor further agrees that it will, upon obtaining any shares of any Person required to be pledged pursuant to Section 1.1 A(bSections 1(ii) or 1.1(B)(b1(iii), promptly (and in any event within five (5) Business Days) deliver to the Collateral Agent a pledge amendment, duly executed by the such Pledgor, in substantially the form of Schedule III II hereto (a “Pledge Amendment”"PLEDGE AMENDMENT"), in respect of the additional Pledged Shares which are to be pledged pursuant to this Agreement. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral; provided, that, the failure of a Pledgor to execute a Pledge Amendment with respect to any additional Pledged Shares pursuant to this Agreement shall not impair the security interest of Collateral Agent therein or otherwise adversely affect the rights and remedies of Collateral Agent hereunder with respect thereto.

Supplements; Further Assurances. 5.1 (a) Each Pledgor agrees that at any time and from time to time, at the sole cost and expense of such Pledgor, such Pledgor will shall promptly execute and deliver all further instruments and documents, including, without limitation, supplemental or additional UCC-1 financing statements, and take all further action, action that may be necessary or that Collateral Agent Trustee may reasonably request, in order to perfect and protect any the pledge, security interest and Lien granted or purported to be granted hereby or to enable Collateral Agent Trustee to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. 5.2 (b) Each Pledgor further agrees that it willshall, upon obtaining any shares Pledged Shares of any Person required to be pledged pursuant to Section 1.1 A(b) or 1.1(B)(b)Person, promptly (and in any event within five (5) Business Days) deliver to Collateral Agent Trustee (i) a pledge amendment, duly executed by the such Pledgor, in substantially the form of Schedule III Exhibit I hereto (each, a “"Pledge Amendment”"), in respect of the additional Pledged Shares which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional shares and (ii) reasonable notification that Pledgor is delivering to Pledgee such additional shares. Each Pledgor hereby authorizes Collateral Agent Trustee to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to Collateral Agent Trustee shall for all purposes hereunder be considered Pledged Collateral; provided, that, Collateral from and after the failure date of a Pledgor to execute a such Pledge Amendment with respect to any additional Pledged Shares pursuant to this Agreement shall not impair the security interest of Collateral Agent therein or otherwise adversely affect the rights and remedies of Collateral Agent hereunder with respect theretoAmendment.

Supplements; Further Assurances. 5.1 Each Pledgor agrees that at any time and from time to time, at the expense of such Pledgor, such Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. 5.2 Each Pledgor further agrees that it will, upon obtaining any shares of any Person required to be pledged pursuant to Section 1.1 A(b1.1A(b) or 1.1(B)(b), promptly (and in any event within five (5) Business Days) deliver to the Collateral Agent a pledge amendment, duly executed by the Pledgor, in substantially the form of Schedule III hereto (a “"Pledge Amendment”"), in respect of the additional Pledged Shares which are to be pledged pursuant to this Agreement. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral; provided, that, the failure of a Pledgor to execute a Pledge Amendment with respect to any additional Pledged Shares pursuant to this Agreement shall not impair the security interest of Collateral Agent therein or otherwise adversely affect the rights and remedies of Collateral Agent hereunder with respect thereto.

Supplements; Further Assurances. 5.1 Each (a) Pledgor agrees that at any time and from time to time, at the sole cost and expense of such Pledgor, such Pledgor will shall promptly execute and deliver all further instruments and documents, including, without limitation, supplemental or additional UCC-1 financing statements, and take all further action, action that may be necessary or that Collateral Agent may reasonably request, in order to perfect and protect any the pledge, security interest and Lien DRAFT: March 21, 1997 8:47AM H:\WPCDOCS\1186\141491 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 Pledged Collateral. 5.2 Each (b) Pledgor further agrees that it willshall, upon obtaining any shares Pledged Shares of any Person required to be pledged pursuant to Section 1.1 A(b) or 1.1(B)(b)Person, promptly (and in any event within five (5) Business Days) deliver to Collateral Agent a pledge amendment, duly executed by the Pledgor, in substantially the form of Schedule III Exhibit 1 hereto (each, a “"Pledge Amendment”"), in respect of the additional Pledged Shares which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional shares. Each Pledgor hereby authorizes Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to Collateral Agent shall for all purposes hereunder be considered Pledged Collateral; provided, that, the failure of a Pledgor to execute a Pledge Amendment with respect to any additional Pledged Shares pursuant to this Agreement shall not impair the security interest of Collateral Agent therein or otherwise adversely affect the rights and remedies of Collateral Agent hereunder with respect thereto.

Supplements; Further Assurances. 5.1 Each The Pledgor agrees that at any time and from time to time, at the expense of such the Pledgor, such the Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. 5.2 Each . The Pledgor further agrees that it will, upon obtaining any shares of any Person required to be pledged pursuant to Section 1.1 A(bSections 1(ii) or 1.1(B)(b1(iii), promptly (and in any event within five (5) Business Days) deliver to the Collateral Agent a pledge amendment, duly executed by the Pledgor, in substantially the form of Schedule III II hereto (a “"Pledge Amendment”"), in respect of the additional Pledged Shares which are to be pledged pursuant to this Agreement. Each The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral; provided, that, the failure of a Pledgor to execute a Pledge Amendment with respect to any additional Pledged Shares pursuant to this Agreement shall not impair the security interest of Collateral Agent therein or otherwise adversely affect the rights and remedies of Collateral Agent hereunder with respect thereto.

Supplements; Further Assurances. 5.1 Each The Pledgor agrees that at any time and from time to time, at the expense of such the Pledgor, such the Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. 5.2 Each . The Pledgor further agrees that it will, upon obtaining any shares of any Person required to be pledged pursuant to Section 1.1 A(bSections 1A(ii) or 1.1(B)(b1A(iii), promptly (and in any event within five (5) Business Days) deliver to the Collateral Agent a pledge amendment, duly executed by the Pledgor, in substantially the form of Schedule III II hereto (a “Pledge Amendment”"PLEDGE AMENDMENT"), in respect of the additional Pledged Shares which are to be pledged pursuant to this Agreement. Each The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral; provided, that, the failure of a Pledgor to execute a Pledge Amendment with respect to any additional Pledged Shares pursuant to this Agreement shall not impair the security interest of Collateral Agent therein or otherwise adversely affect the rights and remedies of Collateral Agent hereunder with respect thereto.

Supplements; Further Assurances. 5.1 Each (a) Pledgor agrees that at any time and from time to time, at the sole cost and expense of such Pledgor, such Pledgor will shall promptly execute and deliver all further instruments and documents, including, without limitation, supplemental or additional UCC-1 financing statements, and take all further action, action that may be necessary or that Collateral Agent may reasonably request, in order to perfect and protect any the pledge, security interest and Lien 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 Pledged Collateral.. DRAFT: March 21, 1997 H:\WPCDOCS\1186\141481 5.2 Each (b) Pledgor further agrees that it willshall, upon obtaining any shares Pledged Shares or Intercompany Notes of any Person required to be pledged pursuant to Section 1.1 A(b) or 1.1(B)(b)Person, promptly (and in any event within five (5) Business Days) deliver to Collateral Agent a pledge amendment, duly executed by the Pledgor, in substantially the form of Schedule III Exhibit 1 hereto (each, a “"Pledge Amendment”"), in respect of the additional Pledged Shares or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional shares. Each Pledgor hereby authorizes Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares or Intercompany Notes listed on any Pledge Amendment delivered to Collateral Agent shall for all purposes hereunder be considered Pledged Collateral; provided, that, the failure of a Pledgor to execute a Pledge Amendment with respect to any additional Pledged Shares pursuant to this Agreement shall not impair the security interest of Collateral Agent therein or otherwise adversely affect the rights and remedies of Collateral Agent hereunder with respect thereto.

Supplements; Further Assurances. 5.1 Each Pledgor agrees that at any time and from time to time, at the expense of such Pledgor, such Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. 5.2 Each Pledgor further agrees that it will, upon obtaining any shares of any Person required to be pledged pursuant to Section 1.1 A(b1.1A(b) or 1.1(B)(b), promptly (and in any event within five (5) Business Days) deliver to the Collateral Agent a pledge amendment, duly executed by the Pledgor, in substantially the form of Schedule SCHEDULE III hereto (a “Pledge Amendment”"PLEDGE AMENDMENT"), in respect of the additional Pledged Shares which are to be pledged pursuant to this Agreement. Each Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral; provided, that, the failure of a Pledgor to execute a Pledge Amendment with respect to any additional Pledged Shares pursuant to this Agreement shall not impair the security interest of Collateral Agent therein or otherwise adversely affect the rights and remedies of Collateral Agent hereunder with respect thereto.