Further Assurances; Security Interests. (a) Upon the reasonable request of the Administrative Agent, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Credit Parties, such further instruments as may be necessary or desirable in the reasonable judgment of the Administrative Agent to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents.
(b) Upon the reasonable request of the Administrative Agent, promptly execute and deliver or cause to be executed and delivered, at the cost and expense of the Credit Parties, such further instruments as may be appropriate in the reasonable judgment of the Administrative Agent, to provide the Administrative Agent for the benefit of the Administrative Agent, the Issuing Bank and the Lenders a first perfected Lien in the Collateral (subject to Permitted Encumbrances) and any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other Applicable Law, and perform or cause to be performed such other ministerial acts which are reasonably necessary or advisable, from time to time, in order to grant and maintain in favor of the Administrative Agent for the benefit of itself, the Issuing Bank and the Lenders the security interest in the Collateral contemplated hereunder and under the other Fundamental Documents, subject only to Permitted Encumbrances.
(c) Promptly undertake to deliver or cause to be delivered to the Administrative Agent, the Issuing Bank and the Lenders from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Administrative Agent for the benefit of itself, the Issuing Bank and the Lenders.
Further Assurances; Security Interests. (a) Upon the request of Lender, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of Borrower, such further instruments as may be necessary in the reasonable judgment of Lender or its counsel to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents.
(b) Upon the request of Lender, promptly execute and deliver or cause to be executed and delivered, at the cost and expense of Borrower, such further instruments as may be appropriate in the reasonable judgment of Lender or its counsel, to provide Lender a perfected first priority Lien in the Collateral and (from and after the First Amendment Effective Date) Inventory Collateral (subject to Permitted Liens), and any and all documents (including, without limitation, an amendment or supplement of any financing statement and a continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other Applicable Law of the United States or any other jurisdiction which Lender may deem reasonably necessary or advisable, and perform or cause to be performed such other ministerial acts which are reasonably necessary or advisable, from time to time, in order to grant and maintain in favor of Lender the security interest in the Collateral and (from and after the First Amendment Effective Date) Inventory Collateral contemplated hereunder and under the other Fundamental Documents, subject only to Permitted Liens.
(c) Promptly undertake to deliver or cause to be delivered to Lender from time to time such other documentation, consents, authorizations and approvals, in form and substance reasonably satisfactory to Lender, as Lender or its counsel shall reasonably deem necessary or advisable to perfect or maintain the Liens (and security interests) of Lender contemplated hereby and pursuant to the other Fundamental Documents.
(d) Without limiting the generality of the foregoing provisions of this Section 4.10, use commercially reasonable efforts to correct as soon as practicable, matters with respect to title concerning each Fee Property not otherwise permitted hereunder.
Further Assurances; Security Interests. (a) Upon the request of the Agent, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Borrower, such further instruments as may be necessary or proper, in the reasonable judgment of the Agent, to carry out the provisions and purposes of this Agreement and the other Fundamental Documents, and to do, all things necessary or proper, in the reasonable judgment of the Agent, to provide, perfect or preserve the Liens hereunder and under the Fundamental Documents, and in the Collateral, the Pledged Securities and any portion of any of the foregoing.
(b) Upon the request of the Agent, promptly perform or cause to be performed any and all acts and execute or cause to be executed, at the cost and expense of Borrower, any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable foreign, federal, state or local jurisdiction, which are necessary or advisable in the judgment of the Agent, from time to time, in order to grant and maintain in favor of the Agent for the benefit of the Lenders as beneficiaries thereof the perfected security interest in the Collateral contemplated by the Fundamental Documents and a pledge of the Pledged Securities of the Credit Parties as provided for in the Pledge Agreements and to carry out the provisions and purposes of the Fundamental Documents.
(c) Promptly deliver or cause to be delivered to the Lenders from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably satisfactory to the Agent, as the Agent shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Agent for the benefit of the Lenders.
(d) With respect to each Distribution Agreement relating to Product produced or acquired after the date hereof, as promptly as practicable execute and cause each party thereto to duly execute and deliver to the Agent an original Notice of Assignment and Irrevocable Instructions.
(e) With respect to each Distribution Agreement relating to Product on Schedule 3.18(a) or Schedule 3.18(b) (other than Distribution Agreements giving rise to Eligible Receivables) use commercially reasonable efforts to execute and cause each party thereto to duly execute and deliver to th...
Further Assurances; Security Interests. (a) Upon the reasonable request of the Administrative Agent, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Credit Parties, such further instruments as may be necessary in the reasonable judgment of the Administrative Agent to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents.
(b) Upon the reasonable request of the Administrative Agent, promptly execute and deliver or cause to be executed and delivered, at the cost and expense of the Credit Parties, such further instruments as may be appropriate in the reasonable judgment of the Administrative Agent, to provide the Administrative Agent for the benefit of the Administrative Agent and the Lenders a perfected Lien in the Collateral (subject only to Specified Permitted Encumbrances) and any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other Applicable Law, and perform or cause to be performed such other ministerial acts which are reasonably necessary or advisable, from time to time, in order to grant and maintain in favor of the Administrative Agent for the benefit of itself and the Lenders the security interest in the Collateral contemplated hereunder and under the other Fundamental Documents, subject only to Permitted Encumbrances.
Further Assurances; Security Interests. Upon the request of the Administrative Agent, promptly perform or cause to be performed any and all acts and execute or cause to be executed any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable foreign, federal, state or local jurisdiction, which are desirable, from time to time, in order to grant and maintain in favor of the Lenders as beneficiaries thereof the security interest in the Collateral contemplated hereby.
Further Assurances; Security Interests. (a) Upon the request of the Agent, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Borrower, such further instruments as may be necessary or proper, in the reasonable judgment of the Agent, to provide the Agent (for the benefit of itself, the Issuing Bank and the Lenders) a perfected Lien in the Collateral and to carry out the provisions and purposes of this Agreement and the other Fundamental Documents.
(b) Upon the request of the Agent, promptly perform or cause to be performed any and all acts and execute or cause to be executed any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable foreign, federal, state or local jurisdiction, which are necessary or advisable, from time to time, in order to grant and maintain in favor of the Agent for the ratable benefit of itself, the Issuing Bank and the Lenders as beneficiaries thereof the security interest in the Collateral contemplated hereunder and under the other Fundamental Documents, subject (other than in connection with the Pledged Securities) only to Permitted Encumbrances. -58- 67
(c) Promptly undertake to deliver or cause to be delivered to the Lenders from time to time such other documentation, consents, authorizations and approvals in form and substance satisfactory to the Agent, as the Agent shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Agent for the benefit of itself, the Issuing Bank and the Lenders.
(d) In furtherance (and not in limitation) of the foregoing, the Credit Parties shall, as soon as practicable, take any and all such actions as may be reasonably necessary or appropriate (or as may be reasonably requested by the Agent) to clarify the chain of title for any items of Product in the HEDC Library so as to ensure that the Credit Parties may realize the economic value therein which is intended to be conveyed pursuant to the HEDC Purchase Agreement, including (without limitation) by duly recording in the United States Copyright Office, in the name of Crown Media Distribution, LLC (or such other Credit Party as may be reasonably acceptable to the Agent), ownership of rights in and to each of the items of Product included in the HEDC Library (to the...
Further Assurances; Security Interests. (a) Upon the request of the Purchaser, the Obligors shall duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Obligors, such further instruments as may be appropriate in the reasonable judgment of the Purchaser to carry out the provisions and purposes of this Agreement and the other Note Documents.
(b) Upon the request of the Purchaser, the Obligors shall promptly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Obligors, such further instruments as may be appropriate in the reasonable judgment of the Purchaser to provide the Collateral Agent, on behalf of Purchasers, a perfected Lien in the Collateral (subject to the prior lien of the Senior Debt) and any and all documents (including without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable foreign, federal, state or local jurisdiction, and perform or cause to be performed such other ministerial acts which are necessary, from time to time, in order to grant and maintain in favor of the Collateral Agent, on behalf of Purchasers, the security interest in the Collateral contemplated hereunder and under the other Note Documents.
(c) The Obligors shall promptly undertake to deliver or cause to be delivered to the Purchaser from time to time such other documentation, consents, bank acknowledgments, partnership acknowledgments and consents, authorizations and approvals in form and substance reasonably satisfactory to the Purchaser, as the Purchaser shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Collateral Agent, on behalf of Purchasers.
Further Assurances; Security Interests. (a) Upon the request of the Agent, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Debtors, such further instruments as may be appropriate in the reasonable judgment of the Agent, to provide the Agent (for the benefit of the Lenders) a perfected Lien in the Collateral and to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents.
(b) Upon the request of the Agent, promptly execute or cause to be executed any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable foreign, federal, state or local jurisdiction, and perform or cause to be performed such other ministerial acts which are necessary or advisable, from time to time, in order to grant and maintain in favor of the Agent for the ratable benefit of the Lenders as beneficiaries thereof the security interest in the Collateral contemplated hereunder and under the other Fundamental Documents, subject only to Permitted Encumbrances.
(c) Promptly undertake to deliver or cause to be delivered to the Lenders from time to time such other documentation, consents, authorizations and approvals in form and substance satisfactory to the Agent, as the Agent shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Agent for the benefit of the Lenders.
Further Assurances; Security Interests. (a) Upon the request of the Lender, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Borrower, such further instruments as may be necessary or proper, in the reasonable judgment of the Lender, to provide the Lender a perfected Lien in the Collateral and to carry out the provisions and purposes of this Agreement and the other Fundamental Documents.
(b) Upon the request of the Lender, promptly perform or cause to be performed any and all acts and execute or cause to be executed any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable foreign, federal, state or local jurisdiction, which are necessary or advisable, from time to time, in order to grant and maintain in favor of the Lender the security interest in the Collateral contemplated under the other Fundamental Documents, subject only to Permitted Encumbrances.
(c) Promptly undertake to deliver or cause to be delivered to the Lender from time to time such other documentation, consents, authorizations and approvals in form and substance satisfactory to the Lender, as the Lender shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Lender.
Further Assurances; Security Interests. Each of the Borrowers shall:
(a) upon the request of the Agent duly execute and deliver, or cause to by duly executed and delivered, at the cost and expense of the Borrowers, such further instruments as may be necessary or proper, in the reasonable judgment of the Agent, to provide the Agent, on behalf of the Banks, perfected Liens on or security interests in the Collateral and to carry out the provisions and purposes of this Agreement and the other Credit Documents;
(b) upon the request of the Agent promptly perform or cause to be performed any and all acts and execute or cause to be executed any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the Uniform Commercial Code and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable foreign, federal, state or local jurisdiction, which are necessary or advisable, from time to time, in order to grant and maintain in favor of the Agent, on behalf of the Banks, the security interests in and Liens on the Collateral contemplated by the Security Documents; and
(c) promptly undertake to deliver or cause to be delivered to the Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance satisfactory to the Agent, as the Agent shall deem necessary or advisable to perfect or maintain the Liens and/or security interests of the Agent on behalf of the Banks.
