Common use of Further Assurances; Post Closing Clause in Contracts

Further Assurances; Post Closing. At Credit Parties’ cost and expense, each Credit Party shall (i) within five Business Days after Lender’s request, take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender may deem necessary in its Permitted Discretion with respect to furtherance of the purposes, terms and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or consummation of the transactions contemplated hereby or the occurrence of a Default or Event of Default, (ii) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.8, and (iii) upon the exercise by Lender or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Lender or any of its Affiliates of any right or remedy under any Loan Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender or its Affiliate may be required to obtain for such consent, approval, registration, qualification or authorization.

Further Assurances; Post Closing. At Credit Parties’ Borrower’s cost and expense, each Credit Party Borrower shall (ia) within five (5) Business Days (or such longer period in the case of actions involving third parties as determined by Agent in its sole discretion) after LenderAgent’s requestdemand, take such further actions, obtain such consents and approvals and shall duly execute and deliver such further agreements, assignments, instructions or documents as Lender Agent may deem necessary request in its Permitted Discretion with respect in order to furtherance of effectuate the purposes, terms and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence and during the continuation of a Default or Event of Default, (iib) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.86.8, and (iiic) upon the exercise by Agent, any Lender or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law Applicable Law or at equity which requires any consent, approval, registration, qualification or authorization of such Person (including, without limitation, any Governmental Authority), execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting Agent may, at any time and from time to time, request a certificate from an officer of Borrower representing that all conditions precedent to the foregoingmaking of the Loan contained herein are satisfied. Agent may, upon the exercise by Lender or at its option, cease to make any of further Advances until Agent has received such certificate, and, in addition, Agent has determined that such conditions are satisfied, in its Affiliates of any right or remedy under any Loan Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender or its Affiliate may be required to obtain for such consent, approval, registration, qualification or authorizationPermitted Discretion.

Further Assurances; Post Closing. At Credit Parties’ Borrower’s cost and expense, each Credit Party Borrower shall (i) within five (5) Business Days after LenderHxxxxx’s request, take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender Holder may deem necessary in its Permitted Discretion with respect to furtherance of the purposes, terms and conditions of the Loan Transaction Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or consummation of the transactions contemplated hereby or the occurrence of a Default or Event of Default, (ii) without limiting and notwithstanding any other provision of any Loan Transaction Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.82(a)(6) attached hereto (if any so listed), and (iii) upon the exercise by Lender Holder or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Transaction Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender Holder in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Lender Holder or any of its Affiliates of any right or remedy under any Loan Transaction Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties Borrower shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender Holder or its Affiliate may be required to obtain for such consent, approval, registration, qualification or authorization.

Further Assurances; Post Closing. (a) At Credit Parties’ cost and expense, each Credit Party shall (ia) within five (5) Business Days (or such longer period in the case of actions involving third parties as determined by Agent in its Permitted Discretion) after LenderAgent’s requestwritten demand, take such further actions, obtain such consents and approvals and shall duly execute and deliver such further agreements, assignments, instructions or documents as Lender Agent may deem necessary request in its Permitted Discretion with respect in order to furtherance ensure the validity and effectiveness of the purposes, terms this Agreement and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence and during the continuation of a Default or Event of Default, (iib) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.86.8, and (iiic) upon the exercise by Agent, any Lender or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law Applicable Law or at equity following the occurrence and during the continuance of an Event of Default which requires any consent, approval, registration, qualification or authorization of such Person (including, without limitation, any Governmental Authority), execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting . (b) Borrower shall within thirty (30) days of the foregoingNinth Amendment Effective Date deliver a trademark security agreement in form and substance satisfactory to Agent in its sole discretion with respect to the trademark identified on Schedule 5.10. (c) Borrower shall within five (5) Business Days of the Ninth Amendment Effective date deliver to Agent (i) a deposit account control agreement duly executed by Holdings, upon the exercise Agent and Silicon Valley Bank and (ii) a deposit account control agreement duly executed by Lender or any of its Affiliates of any right or remedy under any Loan Document which requires any consentParent Entity, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties shall execute Agent and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender or its Affiliate may be required to obtain for such consent, approval, registration, qualification or authorizationSilicon Valley Bank.

Further Assurances; Post Closing. At Credit Parties’ Borrowers' cost and expense, each Credit Party Borrowers shall (i) within five (5) Business Days after Lender’s requestAgent's demand, take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender Agent may deem necessary request in its Permitted Discretion with respect to furtherance of give effect to or carry out the purposes, terms and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence of a Default or Event of Default, (ii) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.86.8, and (iii) upon the exercise by Lender Agent or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Lender Agent or any of its Affiliates of any right or remedy under any Loan Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties Borrowers shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Agent, any Lender or its Affiliate their respective Affiliates may be required to obtain for such consent, approval, registration, qualification or authorization.

Further Assurances; Post Closing. At Credit Parties’ Issuer’s cost and expense, each Credit Party Issuer shall (ia) within five (5) Business Days (or such longer period in the case of actions involving third parties as determined by Administrative Agent in its sole discretion) after LenderAgent’s requestreasonable demand, take such further actions, obtain such consents and approvals and shall duly execute and deliver such further agreements, assignments, instructions or documents as Lender Administrative Agent may deem necessary reasonably request in its Permitted Discretion with respect sole discretion in order to furtherance of effectuate the purposes, terms and conditions of the Loan Transaction Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence and during the continuation of a Default or Event of Default, (iib) without limiting and notwithstanding any other provision of any Loan Transaction Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.8in any agreement regarding post-closing matters executed by Administrative Agent and Issuer, and (iiic) upon the exercise by Lender Administrative Agent, any Note Purchaser or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Transaction Document or under applicable law Applicable Law or at equity which requires any consent, approval, registration, qualification or authorization of such Person (including, without limitation, any Governmental Authority), execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting Agent may, at any time and from time to time, request a certificate from an officer of Issuer representing that all conditions precedent to the foregoing, upon closing of this Agreement and the exercise by Lender or any of its Affiliates making of any right or remedy under any Loan Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender or its Affiliate may be required to obtain for such consent, approval, registration, qualification or authorizationNote Fundings have been satisfied.

Further Assurances; Post Closing. At Credit Parties’ Borrower's cost and expense, each Credit Party Borrower shall (ia) within five (5) Business Days (or such longer period in the case of actions involving third parties as determined by Agent in its Permitted Discretion) after Lender’s requestAgent's demand, take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender Agent may deem necessary request in its Permitted Discretion with respect to furtherance of the purposes, terms and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence of a Default or Event of Default, (iib) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.86.8, and (iiic) upon the exercise by Agent, any Lender or any of its their Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Person (including, without limitation, any Governmental Authority), execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Agent, any Lender or any of its their Affiliates of any right or remedy under any Loan Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties Borrower shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Agent, any Lender or its such Affiliate may be required to obtain for itself or on its behalf for such consent, approval, registration, qualification or authorization.

Further Assurances; Post Closing. At Credit Parties’ Borrower's cost and expense, each Credit Party Borrower shall (i) within five (5) Business Days after Lender’s request's demand, take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender may deem necessary in its Permitted Discretion request with respect to furtherance of the purposes, terms and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence of a Default or Event of Default, (ii) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.86.8, and (iii) upon the exercise by Lender or any of its Affiliates affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Lender or any of its Affiliates affiliates of any right or remedy under any Loan Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties Borrower shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender or its Affiliate affiliate may be required to obtain for such consent, approval, registration, qualification or authorization.

Further Assurances; Post Closing. At Credit Parties’ Borrower’s cost and expense, each Credit Party Borrower shall (i) within five (5) Business Days after Lender’s request, take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender may deem necessary in its Permitted Discretion reasonably request with respect to furtherance of to, and consistent with (but without imposing additional obligations on the Loan Parties not contemplated by the Loan Documents), the purposes, terms and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or consummation of the transactions contemplated hereby or the occurrence of a Default or Event of Default, (ii) without limiting and notwithstanding any other provision of any Loan Document, execute and deliverclaims against Borrower or the Collateral, or cause any agreements, consents, documents or instruments to be executed and delivered, such agreements and documents, and take which Borrower is a party or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as by which any properties or assets of Borrower or any of the Collateral is or are set forth on Schedule 8.8bound or subject, and (iiiii) upon the exercise by Lender or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Lender or any of its Affiliates of any right or remedy under any Loan Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties Borrower shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender or its Affiliate may be required reasonably require to obtain for such consent, approval, registration, qualification or authorization.

Further Assurances; Post Closing. At Credit Parties’ Borrower's cost and expense, each Credit Party Borrower shall (ia) within five (5) Business Days after Lender’s requestAgent's demand, take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender Agent reasonably may deem necessary in its Permitted Discretion request with respect to furtherance of the purposes, terms and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence of a Default or Event of Default, (iib) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.86.8, and (iiic) upon the exercise by Agent, any Lender or any of its their Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver, or cause the execution and delivery of, within a reasonable time, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Agent, any Lender or any of its their Affiliates of any right or remedy under any Loan Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties Borrower shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Agent, any Lender or its such Affiliate may be required to obtain for such consent, approval, registration, qualification or authorization.

Further Assurances; Post Closing. At the Credit Parties’ ' cost and expense, each Credit Party shall (ia) within five Business Days after Lender’s request, take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender Agent may deem necessary request in its Permitted Discretion with respect in order to furtherance of carry out the purposes, terms and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence of a Default or Event of Default, (iib) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligationsobligations and covenants, as are set forth on Schedule 8.86.8, and (iiic) upon the exercise by Agent, any Lender or any of its their Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Person (including, without limitation, any Governmental Authority), execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Agent, any Lender or any of its their Affiliates of any right or remedy under any Loan Document which requires any consent, approval or registration with, consent, qualification or authorization by, any PersonGovernmental Authority or other Person (including, without limitation, transfers of Licenses), each Credit Parties Party shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Agent, any Lender or its such Affiliate may be required to obtain for itself or on its behalf for such consent, approval, registration, qualification or authorization. Agent may, and upon the request of US Requisite Lenders or Canadian Requisite Lenders, as applicable, shall, at any time and from time to time, request a certificate from an officer of each Credit Party representing that all conditions precedent to the making of Loans contained herein are satisfied (provided, that, if any such conditions precedent are not satisfied, such certificate shall state the conditions precedent that are not so satisfied). Lenders may, at their respective option, cease to make any further Loans until Agent has received such certificate, and, in addition, Agent has determined that such conditions are satisfied, in its Permitted Discretion.

Further Assurances; Post Closing. At Credit Parties’ Borrower’s cost and expense, each Credit Party Borrower shall (i) within five (5) Business Days after Lender’s requestdemand, take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender may deem necessary in its Permitted Discretion request with respect to furtherance of the purposes, terms and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence of a Default or Event of Default, (ii) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.86.8, and (iii) upon the exercise by Lender or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Lender or any of its Affiliates of any right or remedy under any Loan Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties Borrower shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender or its Affiliate may be required to obtain for such consent, approval, registration, qualification or authorization.

Further Assurances; Post Closing. (a) At Credit PartiesBorrowers’ cost and expense, Borrowers shall, and shall cause each Credit Loan Party shall to, (i) within five Business Days after Lender’s requestdemand, take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions instructions, instruments, certificates, affidavits or documents as Lender may deem necessary in its Permitted Discretion reasonably request with respect to furtherance of the purposes, terms and conditions of the Loan Documents and the consummation of the transactions contemplated therebyby the Loan Documents, whether before, at or after the performance or consummation execution of the transactions contemplated hereby Loan Documents or the occurrence of a Default or Event of Default, (ii) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.86.8, and (iii) upon the exercise by Lender or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law or at equity which that requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoingprovisions of this paragraph, upon the exercise by Lender or any of its Affiliates of any right or remedy under any Loan Document which that requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties Borrowers shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender or its Affiliate may be required to obtain for such consent, approval, registration, qualification or authorization.

Further Assurances; Post Closing. (1) At Credit Parties’ cost and expense, each Credit Party shall (ia) within five (5) Business Days (or such longer period in the case of actions involving third parties as determined by Agent in its Permitted Discretion) after LenderAgent’s requestwritten demand, take such further actions, obtain such consents and approvals and shall duly execute and deliver such further agreements, assignments, instructions or documents as Lender Agent may deem necessary request in its Permitted Discretion with respect in order to furtherance ensure the validity and effectiveness of the purposes, terms this Agreement and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence and during the continuation of a Default or Event of Default, (iib) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.86.8, and (iiic) upon the exercise by Agent, any Lender or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law Applicable Law or at equity following the occurrence and during the continuance of an Event of Default which requires any consent, approval, registration, qualification or authorization of such Person (including, without limitation, any Governmental Authority), execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting . (2) Borrower shall within thirty (30) days of the foregoingNinth Amendment Effective Date deliver a trademark security agreement in form and substance satisfactory to Agent in its sole discretion with respect to the trademark identified on Schedule 5.10. (3) Borrower shall within five (5) Business Days of the Ninth Amendment Effective date deliver to Agent (i) a deposit account control agreement duly executed by Holdings, upon the exercise Agent and Silicon Valley Bank and (ii) a deposit account control agreement duly executed by Lender or any of its Affiliates of any right or remedy under any Loan Document which requires any consentParent Entity, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties shall execute Agent and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender or its Affiliate may be required to obtain for such consent, approval, registration, qualification or authorizationSilicon Valley Bank.

Further Assurances; Post Closing. At Credit Parties’ Borrower's cost and expense, each Credit Party Borrower and Guarantor shall (i) within five (5) Business Days after Lender’s request's demand, take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender may deem necessary in its Permitted Discretion request with respect to furtherance of the purposes, terms and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence of a Default or Event of Default, (ii) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.86.8, and (iii) upon the exercise by Lender or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Lender or any of its Affiliates of any right or remedy under any Loan Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties each Borrower and Guarantor shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender or its Affiliate may be required to obtain for such consent, approval, registration, qualification or authorization.. 144

Further Assurances; Post Closing. At Credit Parties’ cost and expense, each Credit Each Loan Party shall (i) within five (5) Business Days after Lenderthe Agent’s requestor Purchaser’s demand, take such further actions, use reasonable efforts to obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender the Agent or Purchaser may deem necessary in its Permitted Discretion request with respect to furtherance of the purposes, terms and conditions of the Loan Purchase Documents and the consummation of the transactions contemplated therebyTransactions, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby Transactions or the occurrence of a Default or Event of Default, (ii) without limiting and notwithstanding any other provision of any Loan Purchase Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.8, the “Post Closing Schedule,” and (iii) upon the exercise by Lender the Agent, any Purchaser or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Purchase Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Lender the Agent, any Purchaser or any of its Affiliates of any right or remedy under any Loan Purchase Document in connection with which any Person requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties then each Loan Party shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender such other Person requires the Agent, the Purchaser or its Affiliate may be required to obtain for itself or on its behalf for any such consent, approval, registration, qualification or authorization.

Further Assurances; Post Closing. At Credit Parties’ Borrower's cost and expense, each Credit Party Borrower shall (ia) within five ten (10) Business Days after Lender’s requestAgent's demand, take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender Agent may deem necessary reasonably request in its Permitted Discretion with respect to furtherance of the purposes, terms and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence and continuation of a Default or Event of Default, (iib) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.86.8, and (iiic) upon the exercise by Agent, any Lender or any of its Affiliates their affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Person (including, without limitation, any Governmental Authority), execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Agent, any Lender or any of its Affiliates their affiliates of any right or remedy under any Loan Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties Borrower shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Agent, any Lender or its Affiliate such affiliate may be required to obtain for itself or on its behalf for such consent, approval, registration, qualification or authorization.

Further Assurances; Post Closing. At Credit Parties’ cost and expense, each Credit Party shall (ia) within five (5) Business Days (or such longer period in the case of actions involving third parties as determined by Agent in its Permitted Discretion) after LenderAgent’s requestwritten demand, take such further actions, obtain such consents and approvals and shall duly execute and deliver such further agreements, assignments, instructions or documents as Lender Agent may deem necessary request in its Permitted Discretion with respect in order to furtherance ensure the validity and effectiveness of the purposes, terms this Agreement and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence and during the continuation of a Default or Event of Default, (iib) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.86.8, and (iiic) upon the exercise by Agent, any Lender or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law Applicable Law or at equity following the occurrence and during the continuance of an Event of Default which requires any consent, approval, registration, qualification or authorization of such Person (including, without limitation, any Governmental Authority), execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting Borrower shall within thirty (30) days of the foregoingNinth Amendment Effective Date deliver a trademark security agreement in form and substance satisfactory to Agent in its sole discretion with respect to the trademark identified on Schedule 5.10. Borrower shall within five (5) Business Days of the Ninth Amendment Effective date deliver to Agent (i) a deposit account control agreement duly executed by Holdings, upon the exercise Agent and Silicon Valley Bank and (ii) a deposit account control agreement duly executed by Lender or any of its Affiliates of any right or remedy under any Loan Document which requires any consentParent Entity, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties shall execute Agent and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender or its Affiliate may be required to obtain for such consent, approval, registration, qualification or authorizationSilicon Valley Bank.

Further Assurances; Post Closing. At Credit PartiesBorrowers’ cost and expense, each Credit Party Borrowers shall (ia) within five (5) Business Days (or such longer period in the case of actions involving third parties as determined by Lender in its sole and absolute discretion) after Lender’s requestreasonable demand and written notice of same (email shall suffice), take such further actions, obtain such consents and approvals and shall duly execute and deliver such further agreements, assignments, instructions or documents as Lender may deem necessary reasonably request in its Permitted Discretion with respect sole discretion in order to furtherance of effectuate the purposes, terms and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence and during the continuation of a Default or Event of Default, (iib) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.8in any agreement regarding post-closing matters executed by Lender and Borrowers, and (iiic) upon the exercise by Lender or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law Applicable Law or at equity which requires any consent, approval, registration, qualification or authorization of such Person (including, without limitation, any Governmental Authority), execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Lender or any of its Affiliates of any right or remedy under any Loan Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender or its Affiliate may be required to obtain for such consent, approval, registration, qualification or authorization.

Further Assurances; Post Closing. At Credit Parties’ cost and expense, each Credit Each Loan Party shall (i) within five -------------------------------- (5) Business Days after Lender’s requestthe Agent's or Purchaser's demand, take such further actions, use reasonable efforts to obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender the Agent or Purchaser may deem necessary in its Permitted Discretion request with respect to furtherance of the purposes, terms and conditions of the Loan Purchase Documents and the consummation of the transactions contemplated therebyTransactions, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby Transactions or the occurrence of a Default or Event of Default, (ii) use best efforts to obtain the approval of the stockholders of the Parent as contemplated by the Warrant as soon as practicable but in no event later than July 1, 2002, (iii) without limiting and notwithstanding any other provision of any Loan Purchase Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.8, the "Post Closing Schedule," and (iiiiv) upon the exercise by Lender the Agent, any Purchaser or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Purchase Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Lender the Agent, any Purchaser or any of its Affiliates of any right or remedy under any Loan Purchase Document in connection with which any Person requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties then each Loan Party shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender such other Person requires the Agent, the Purchaser or its Affiliate may be required to obtain for itself or on its behalf for any such consent, approval, registration, qualification or authorization.

Further Assurances; Post Closing. At Credit Parties’ Borrower’s cost and expense, each Credit Party Borrower shall (i) within five (5) Business Days after LenderHolder’s request, take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender Holder may deem necessary in its Permitted Discretion with respect to furtherance of the purposes, terms and conditions of the Loan Transaction Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or consummation of the transactions contemplated hereby or the occurrence of a Default or Event of Default, (ii) without limiting and notwithstanding any other provision of any Loan Transaction Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.82(a)(6) attached hereto (if any so listed), and (iii) upon the exercise by Lender Holder or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Transaction Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender Holder in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Lender Holder or any of its Affiliates of any right or remedy under any Loan Transaction Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties Borrower shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender Holder or its Affiliate may be required to obtain for such consent, approval, registration, qualification or authorization.

Further Assurances; Post Closing. At Credit Parties’ Borrower’s cost and expense, each Credit Party Borrower shall (i) within five (5) Business Days after Lender’s requestdemand, take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender may deem necessary in its Permitted Discretion reasonably request with respect to furtherance of the purposes, terms and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence of a Default or Event of Default, ; (ii) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.8, 6.8; and (iii) upon the exercise by Lender or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Lender or any of its Affiliates of any right or remedy under any Loan Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties Borrower shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender or its Affiliate may be required to obtain for such consent, approval, registration, qualification or authorization.

Further Assurances; Post Closing. At Credit Parties’ Borrower's cost and expense, each Credit Party Borrower shall (i) within five (5) Business Days after Lender’s request's demand, take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender may deem necessary in its Permitted Discretion request with respect to furtherance of the purposes, terms and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence of a Default or Event of Default, (ii) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.86.8, and (iii) upon the exercise by Lender or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Lender or any of its Affiliates of any right or remedy under any Loan Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties Borrower shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender or its Affiliate may be required to obtain for such consent, approval, registration, qualification or authorization.

Further Assurances; Post Closing. At Credit Parties’ Borrower's cost and expense, each Credit Party Borrower shall (i) within five (5) Business Days after Lender’s request's demand, take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender may deem necessary in its Permitted Discretion reasonably request with respect to furtherance of the purposes, terms and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence of a Default or Event of Default, (ii) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.86.8, and (iii) upon the exercise by Lender or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver, or use its reasonable business efforts to cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Lender or any of its Affiliates of any right or remedy under any Loan Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties Borrower shall execute and deliver, or use it reasonable business efforts to cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender or its Affiliate may be required to obtain for such consent, approval, registration, qualification or authorization.

Further Assurances; Post Closing. At Credit Parties’ Borrower's cost and expense, each Credit Party Borrower shall (i) within five (5) Business Days after Lender’s request's demand, take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender may deem necessary in its Permitted Discretion reasonably request with respect to furtherance of the purposes, terms and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence of a Default or Event of Default, (ii) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.86.8, and (iii) upon the exercise by Lender or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Lender or any of its Affiliates of any right or remedy under any Loan Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties Borrower shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender or its Affiliate may be required to obtain for such consent, approval, registration, qualification or authorization.

Further Assurances; Post Closing. (a) At Credit BorrowerCredit Parties’ ’s cost and expense, each Borrowereach Credit Party shall (ia) within five (5) Business Days (or such longer period in the case of actions involving third parties as determined by Agent in its Permitted Discretion) after LenderAgent’s requestwritten demand, take such further actions, obtain such consents and approvals and shall duly execute and deliver such further agreements, assignments, instructions or documents as Lender Agent may deem necessary request in its Permitted Discretion with respect in order to furtherance ensure the validity and effectiveness of the purposes, terms this Agreement and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence and during the continuation of a Default or Event of Default, (iib) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.86.8, and (iiic) upon the exercise by Agent, any Lender or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law Applicable Law or at equity following the occurrence and during the continuance of an Event of Default which requires any consent, approval, registration, qualification or authorization of such Person (including, without limitation, any Governmental Authority), execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting . (b) Borrower shall within thirty (30) days of the foregoingNinth Amendment Effective Date deliver a trademark security agreement in form and substance satisfactory to Agent in its sole discretion with respect to the trademark identified on Schedule 5.10. (c) Borrower shall within five (5) Business Days of the Ninth Amendment Effective date deliver to Agent (i) a deposit account control agreement duly executed by Holdings, upon the exercise Agent and Silicon Valley Bank and (ii) a deposit account control agreement duly executed by Lender or any of its Affiliates of any right or remedy under any Loan Document which requires any consentParent Entity, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties shall execute Agent and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender or its Affiliate may be required to obtain for such consent, approval, registration, qualification or authorizationSilicon Valley Bank.

Further Assurances; Post Closing. At Credit Parties’ Borrowers' cost and expense, each Credit Party Borrowers shall (ia) within five (5) Business Days (or such longer period in the case of actions involving third parties as determined by Agent in its Permitted Discretion) after Lender’s requestAgent's demand, take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender Agent may deem necessary request in its Permitted Discretion with respect to furtherance of the purposes, terms and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence of a Default or Event of Default, (iib) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.86.8, and (iiic) upon the exercise by Agent, any Lender or any of its their Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Person (including, without limitation, any Governmental Authority), execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Agent, any Lender or any of its their Affiliates of any right or remedy under any Loan Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties Borrowers shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Agent, any Lender or its such Affiliate may be required to obtain for itself or on its behalf for such consent, approval, registration, qualification or authorization.

Further Assurances; Post Closing. At Credit Parties’ Borrower’s cost and expense, each Credit Party Borrower shall (i) within five (5) Business Days after LenderHxxxxx’s request, take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender Holder may deem necessary in its Permitted Discretion with respect to furtherance of the purposes, terms and conditions of the Loan Transaction Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or consummation of the transactions contemplated hereby or the occurrence of a Default or Event of Default, (ii) without limiting and notwithstanding any other provision of any Loan Transaction Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.82(a)(6) attached hereto (if any so listed), and (iii) upon the exercise by Lender Holder or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Transaction Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender Holder in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Lender Holder or any of its Affiliates of any right or remedy under any Loan Transaction Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties Borrower shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender Holder or its Affiliate may be required to obtain for such consent, approval, registration, qualification or authorization.

Further Assurances; Post Closing. At Credit Parties’ Borrower's cost and expense, each Credit Party shall (ia) within five (5) Business Days (or such longer period in the case of actions involving third parties as determined by Lender in its Permitted Discretion) after Lender’s request's demand, take such further actions, obtain such consents and approvals and shall duly execute and deliver such further agreements, assignments, instructions or documents as Lender may deem necessary request in its Permitted Discretion with respect (if necessary) in order to furtherance of effectuate the purposes, terms and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence and during the continuation of a Default or Event of Default, (iib) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.86.8, and (iiic) upon the exercise by Lender or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of such Person (including, without limitation, any Governmental Authority), execute and deliver, or cause the Loan and Security Agreement (Ashford) execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting Lender may, at any time and from time to time, request a certificate from an officer of Borrower representing that all conditions precedent to the foregoingmaking of the Loan contained herein are satisfied. Lender may, upon the exercise by at its option, cease to make any further Advances until Lender or any of has received such certificate, and, in addition, Lender has determined that such conditions are satisfied, in its Affiliates of any right or remedy under any Loan Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties shall execute sole and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender or its Affiliate may be required to obtain for such consent, approval, registration, qualification or authorizationabsolute discretion.

Further Assurances; Post Closing. At Credit Parties’ Borrower’s cost and expense, each Credit Party Borrower shall (i) within five (5) Business Days after LenderHxxxxx’s request, take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender Holder may deem necessary in its Permitted Discretion with respect to furtherance of the purposes, terms and conditions of the Loan Transaction Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or consummation of the transactions contemplated hereby or the occurrence of a Default or Event of Default, (ii) without limiting and notwithstanding any other provision of any Loan Transaction Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.82(a)(6) attached hereto (if any so listed), and (iii) upon the exercise by Lender Holder or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Transaction Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender Holder in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Lender Holder or any of its Affiliates of any right or remedy under any Loan Transaction Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties Borrower shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender Holder or its Affiliate may be required to obtain for such consent, approval, registration, qualification or authorization.

Further Assurances; Post Closing. At Credit Parties’ Borrower's cost and expense, each Credit Party Borrower shall (i) within five (5) Business Days after Lender’s request's demand, take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender may deem necessary in its Permitted Discretion reasonably request with respect to furtherance of the purposes, terms and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence of a Default or Event of Default, ; (ii) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.8, 6.8; and (iii) upon ------------ the exercise by Lender or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Lender or any of its Affiliates of any right or remedy under any Loan Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties Borrower shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender or its Affiliate may be required to obtain for such consent, approval, registration, qualification or authorization.

Further Assurances; Post Closing. At Credit Parties’ Borrower’s cost and expense, each Credit Party Borrower shall (i) within five (5) Business Days after Lender’s requestdemand, take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender may deem necessary in its Permitted Discretion reasonably request with respect to furtherance of the purposes, terms and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence of a Default or Event of Default, (ii) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.8, and (iii) upon the exercise by Lender or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Lender or any of its Affiliates of any right or remedy under any Loan Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties Borrower shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender or its Affiliate may be required to obtain for such consent, approval, registration, qualification or authorization.

Further Assurances; Post Closing. At Credit Parties’ Borrowers' cost and expense, each Credit Party Borrower shall (ia) within five (5) Business Days (or such longer period in the case of actions involving third parties as determined by Agent in its Permitted Discretion) after Lender’s requestAgent's demand, take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender Agent may deem necessary request in its Permitted Discretion with respect to furtherance of the purposes, terms and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence of a Default or Event of Default, (iib) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.86.8, and (iiic) upon the exercise by Agent, any Lender or any of its their Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Person (including, without limitation, any Governmental Authority), execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Agent, any Lender or any of its their Affiliates of any right or remedy under any Loan Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties each Borrower shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Agent, any Lender or its such Affiliate may be required to obtain for itself or on its behalf for such consent, approval, registration, qualification or authorization. Agent may, and upon the request of Required Lenders, shall, at any time and from time to time, request a certificate from an officer of each Borrower representing that all conditions precedent to the making of Loans contained herein are satisfied. Lenders may, at their respective option, cease to make any further Loans until Agent has received such certificate, and, in addition, Agent has determined that such conditions are satisfied, in its Permitted Discretion.

Further Assurances; Post Closing. At Credit Parties’ Borrower’s cost and expense, each Credit Party Borrower shall (ia) within five (5) Business Days (or such longer period in the case of actions involving third parties as determined by Agent in its sole discretion) after LenderAgent’s requestreasonable demand, take such further actions, obtain such consents and approvals and shall duly execute and deliver such further agreements, assignments, instructions or documents as Lender Agent may deem necessary reasonably request in its Permitted Discretion with respect sole discretion in order to furtherance of effectuate the purposes, terms and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence and during the continuation of a Default or Event of Default, (iib) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.8in any agreement regarding post-closing matters executed by Agent and Borrower, and (iiic) upon the exercise by Agent, any Lender or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law Applicable Law or at equity which requires any consent, approval, registration, qualification or authorization of such Person (including, without limitation, any Governmental Authority), execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting Agent may, at any time and from time to time, request a certificate from an officer of Borrower representing that all conditions precedent to the foregoing, upon closing of this Agreement and the exercise by Lender or any of its Affiliates making of any right or remedy under any Loan Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender or its Affiliate may be required to obtain for such consent, approval, registration, qualification or authorizationRevolving Advances have been satisfied.

Further Assurances; Post Closing. (a) At Credit Parties’ Borrower’s cost and expense, each Credit Party Borrower shall (i) within five (5) Business Days after Lender’s request, demand take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender may deem necessary in its Permitted Discretion reasonably request with respect to furtherance of the purposes, terms and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence of a Default or Event of Default, Default and (ii) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.8, 6.8; and (iii) upon the exercise by Lender or any of its Affiliates of any power, rightright , privilege or remedy pursuant to any Loan Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver, or use its reasonable business efforts to cause the execution and delivery of, all applications, certificates, certificates instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Lender or any of its Affiliates of any right or remedy under any Loan Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties Borrower shall execute and deliver, or use its reasonable business efforts to cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender or its Affiliate may be required to obtain for such consent, approval, registration, qualification or authorization. (b) In the event that the balance on deposit in Southwest Bank of St. Louis Checking Account # 40584 exceeds $10,000.00 at any time, the entire available balance in such account shall be immediately wired to the Lockbox Account.

Further Assurances; Post Closing. At Credit Parties’ Borrower's cost and expense, each Credit Party Borrower and Guarantor shall (i) within five (5) Business Days after Lender’s request's demand, take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender may deem necessary in its Permitted Discretion request with respect to furtherance of the purposes, terms and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence of a Default or Event of Default, (ii) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.86.8, and (iii) upon the exercise by Lender or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Lender or any of its Affiliates of any right or remedy under any Loan Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties each Borrower and Guarantor shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender or its Affiliate may be required to obtain for such consent, approval, registration, qualification or authorization.

Further Assurances; Post Closing. At Credit Parties’ Borrower’s cost and expense, each Credit Party Borrower shall (i) within five (5) Business Days after Lender’s requestdemand, take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender may deem necessary in its Permitted Discretion reasonably request with respect to furtherance of the purposes, terms and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence of a Default or Event of Default, (ii) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.86.8, and (iii) upon the exercise by Lender or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Lender or any of its Affiliates of any right or remedy under any Loan Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties Borrower shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender or its Affiliate may be required to obtain for such consent, approval, registration, qualification or authorization.

Further Assurances; Post Closing. At Credit Parties’ Borrower’s cost and expense, each Credit Party Borrower shall (i) within five (5) Business Days after Lender’s requestdemand, take such further actions, obtain such consents and approvals and duly execute and deliver such further agreements, assignments, instructions or documents as Lender may deem necessary request in its Permitted Discretion with respect to furtherance of the purposes, terms and conditions of the Loan Documents and the consummation of the transactions contemplated thereby, whether before, at or after the performance or and/or consummation of the transactions contemplated hereby or the occurrence of a Default or Event of Default, (ii) without limiting and notwithstanding any other provision of any Loan Document, execute and deliver, or cause to be executed and delivered, such agreements and documents, and take or cause to be taken such actions, and otherwise perform, observe and comply with such obligations, as are set forth on Schedule 8.86.8, and (iii) upon the exercise by Lender or any of its Affiliates of any power, right, privilege or remedy pursuant to any Loan Document or under applicable law or at equity which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents requested by Lender in its Permitted Discretion that may be so required for such consent, approval, registration, qualification or authorization. Without limiting the foregoing, upon the exercise by Lender or any of its Affiliates of any right or remedy under any Loan Document which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Credit Parties Borrower shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Lender or its Affiliate may be required to obtain for such consent, approval, registration, qualification or authorization.