Common use of Further Assurances; Security Interests Clause in Contracts

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 Credit Parties, such further instruments as may be appropriate in the reasonable judgment of the Lender to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents. (b) Upon the request of the Lender, 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 Lender, to provide the Lender a first perfected Lien in the Collateral 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 or advisable, from time to time, in order to grant and maintain in favor of the Lender 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 Lender from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably 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. (a) Upon the request of the LenderAdministrative 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 appropriate necessary or desirable in the reasonable judgment of the Lender Administrative Agent to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents. (b) Upon the request of the LenderAdministrative 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 LenderAdministrative Agent, to provide the Lender Administrative Agent for the benefit of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders a first perfected Lien in the Collateral and any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statementstatement and the filing of termination statements for each of the Liens indicated on Schedule 6.2 hereof for which the underlying obligation is no longer outstanding) for filing under the provisions of the UCC UCC, the PPSA and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable foreign, federal, state or local jurisdictionApplicable 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 Lender Administrative Agent for the benefit of itself, the Canadian Agent, 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 Lender Administrative Agent and the Lenders from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably satisfactory to the LenderAdministrative Agent, as the Lender Administrative Agent shall deem reasonably necessary or advisable to perfect or maintain the Liens of the LenderAdministrative Agent for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders.

Further Assurances; Security Interests. (a) Upon the reasonable request of the LenderAdministrative 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 appropriate necessary or desirable in the reasonable judgment of the Lender 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 LenderAdministrative 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 LenderAdministrative Agent, to provide the Lender 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 statute, rule or regulation of any applicable foreign, federal, state or local jurisdictionApplicable 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 Lender 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 Lender 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 LenderAdministrative Agent, as the Lender Administrative Agent shall deem reasonably necessary or advisable to perfect or maintain the Liens of the LenderAdministrative Agent for the benefit of itself, the Issuing Bank and the Lenders.

Further Assurances; Security Interests. (a) Upon the reasonable request of the LenderAdministrative Agent, duly and promptly 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 appropriate necessary or desirable in the reasonable judgment of the Lender 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 LenderAdministrative Agent, (i) 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 necessary or desirable in the reasonable judgment of the LenderAdministrative Agent, to provide the Lender Administrative Agent (for the benefit of the Secured Parties) a first perfected Lien in the Collateral and the Pledged Collateral (with the priority contemplated by Section 3.18), 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 jurisdictionApplicable Law, and (ii) 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 Lender Administrative Agent (for the benefit of the Secured Parties) the security interest in the Collateral and the Pledged Collateral (with the priority contemplated hereunder and by Section 3.18) contemplated under the other Fundamental Documents, subject only to Permitted Encumbrances. (c) Promptly undertake to deliver or cause to be delivered to the Lender Administrative Agent from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably satisfactory to the LenderAdministrative Agent, as the Lender Administrative Agent shall deem reasonably necessary or advisable to perfect or maintain the Liens of the LenderAdministrative Agent (for the benefit of the Secured Parties).

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 Credit PartiesBorrower, such further instruments as may be appropriate necessary in the reasonable judgment of the 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 the Lender, promptly execute and deliver or cause to be executed and delivered, at the cost and expense of the Credit PartiesBorrower, such further instruments as may be appropriate in the reasonable judgment of the LenderLender or its counsel, to provide the Lender a perfected first perfected 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, the execution, an amendment or supplementation 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 statute, rule Applicable Law of the United States or regulation of any applicable foreign, federal, state other jurisdiction which Lender may deem reasonably necessary or local jurisdictionadvisable, 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 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 EncumbrancesLiens. (c) Promptly undertake to deliver or cause to be delivered to the Lender from time to time such other documentation, consents, authorizations and approvals approvals, in form and substance reasonably satisfactory to the Lender, as the Lender or its counsel shall reasonably deem reasonably 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 Lenderforegoing 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 Lender, 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 appropriate in the reasonable judgment of the Lender to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents. (b) Upon the request of the LenderCollateral 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 LenderCollateral Agent or its counsel, to provide the Lender Collateral Agent for the benefit of the Secured Parties a first perfected Lien in the Collateral and all the Real Property Assets, and any and all documents (including, without limitation, the execution, an amendment or supplementation 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 statute, rule Applicable Law of the United States or regulation of any applicable foreign, federal, state other jurisdiction which the Collateral Agent may deem reasonably necessary or local jurisdictionadvisable, 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 Lender Collateral Agent for the benefit of the Secured Parties the security interest in the Collateral and the Real Property Assets contemplated hereunder and under the other Fundamental Security Documents, subject only to Permitted EncumbrancesLiens. (cb) Promptly undertake to deliver or cause to be delivered to the Lender Collateral Agent from time to time such other documentation, consents, authorizations and approvals approvals, in form and substance reasonably satisfactory to the LenderCollateral Agent, as the Lender Collateral Agent or its counsel shall deem reasonably necessary or advisable to perfect or maintain the Liens of the LenderCollateral Agent for the benefit of the Secured Parties.

Further Assurances; Security Interests. (a) Upon the request of either of the LenderAgents, 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 appropriate necessary in the reasonable judgment of the Lender such Agent or its counsel to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents. (b) Upon the request of the LenderCollateral 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 LenderCollateral Agent or its counsel, to provide the Lender Collateral Agent for the benefit of the Secured Parties a first perfected Lien in the Collateral and all the Real Property Assets, and any and all documents (including, without limitation, the execution, an amendment or supplementation 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 statute, rule Applicable Law of the United States or regulation of any applicable foreign, federal, state other jurisdiction which either Agent may deem reasonably necessary or local jurisdictionadvisable, 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 Lender Collateral Agent for the benefit of the Secured Parties the security interest in the Collateral and the Real Property Assets contemplated hereunder and under the other Fundamental Documents, subject only to Permitted EncumbrancesLiens. (c) Promptly undertake to deliver or cause to be delivered to the Lender Collateral Agent from time to time such other documentation, consents, authorizations and approvals approvals, in form and substance reasonably satisfactory to the LenderCollateral Agent, as the Lender Collateral Agent or its counsel shall deem reasonably necessary or advisable to perfect or maintain the Liens of the LenderCollateral Agent for the benefit of the Secured Parties including, without limitation, updated copies of Schedule A and Schedule B to the Trademark Security Agreement or the Patent Security Agreement, respectively, at the end of any fiscal quarter in which a Credit Party applies for the registration of, registers or otherwise acquires any Patent or Trademark (as applicable) not listed on Schedule A to the relevant Agreement or any Patent license or Trademark license (as applicable) not listed on Schedule B to the relevant Agreement. (d) Without limiting the generality of the foregoing provisions of this Section 5.10, use commercially reasonable efforts to correct as soon as practicable, matters with respect to title concerning the properties set forth on Schedule 3.10(a) hereto.

Further Assurances; Security Interests. (a) Upon the reasonable request of the LenderAdministrative 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 appropriate necessary or proper in the reasonable judgment of the Lender 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 LenderAdministrative Agent, (i) 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 necessary or proper in the reasonable judgment of the LenderAdministrative Agent, to provide the Lender Administrative Agent (for the benefit of the Secured Parties) a first perfected Lien in the Collateral and the Pledged Collateral with the priority contemplated by Section 3.18 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 jurisdictionApplicable Law, and (ii) 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 Lender Administrative Agent (for the security interest benefit of the Secured Parties) the Lien in the Collateral and the Pledged Collateral (with the priority contemplated by Section 3.18) contemplated hereunder and under the other Fundamental Documents. The Administrative Agent or Borrower will give at least forty-five (45) days prior written notice to the Secured Parties prior to any Credit Party being required to execute or deliver any real estate mortgage or other real-estate specific security document in accordance with the Fundamental Documents and upon confirmation from all Secured Parties that flood insurance due diligence and flood insurance compliance has been completed, subject only to Permitted Encumbrancesthe Borrower may so execute such real estate security documentation. (c) Promptly undertake to deliver or cause to be delivered to the Lender Administrative Agent from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably satisfactory to the LenderAdministrative Agent, as the Lender Administrative Agent shall deem reasonably necessary or advisable to perfect or maintain the Liens of the LenderAdministrative Agent (for the benefit of the Secured Parties). (d) Not create any Lien on any assets of any Credit Party securing any obligations under the Seer P&A Facility Credit Agreement or the Subordinated Loan Agreement if these same assets are not subject to, and do not become subject to, a Lien securing the Obligations.

Further Assurances; Security Interests. (a) Upon the request of the LenderCollateral Agent (acting at the direction of the Required Lenders), duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Credit PartiesBorrower, such further instruments as may be appropriate necessary or desirable in the reasonable judgment of the Lender Required Lenders to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents. (b) Upon the request of the LenderCollateral Agent (acting at the direction of the Required Lenders), promptly execute and deliver or cause to be executed and delivered, at the cost and expense of the Credit PartiesBorrower, such further instruments as may be appropriate in the reasonable judgment of the LenderRequired Lenders, to provide the Lender Collateral Agent for the benefit of the Secured Parties 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 statute, rule or regulation of any applicable foreign, federal, state or local jurisdictionApplicable 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 Lender Collateral Agent for the benefit of the Secured Parties 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 Lender Collateral Agent from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably satisfactory to the LenderRequired Lenders, as the Lender Required Lenders shall deem reasonably necessary or advisable to perfect or maintain the Liens of the LenderCollateral Agent for the benefit of the Secured Parties.

Further Assurances; Security Interests. (a) Upon the request of the LenderAdministrative 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 appropriate in the reasonable judgment of the Lender Administrative Agent to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents. (b) Upon the request of the LenderAdministrative 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 LenderAdministrative Agent, to provide the Lender Administrative Agent (for the benefit of itself, the Fronting Bank and the Lenders) a first perfected Lien in the Collateral 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 or advisable, from time to time, in order to grant and maintain in favor of the Lender Administrative Agent (for the benefit of itself, the Fronting 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 Lender Administrative Agent, the Fronting Bank and the Lenders from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably satisfactory to the LenderAdministrative Agent, as the Lender Administrative Agent shall deem reasonably necessary or advisable to perfect or maintain the Liens of the LenderAdministrative Agent for the benefit of itself, the Fronting Bank and the Lenders.

Further Assurances; Security Interests. (a) Upon the request of the LenderAgent, Borrower shall duly execute and deliver, or cause to be duly executed and delivereddelivered to Agent, at the cost and expense of the Credit PartiesBorrower, such further instruments and do and cause to be done such further acts as may be appropriate necessary or proper in the reasonable judgment opinion of the Lender Agent or its counsel to carry out more effectively the provisions and purposes of this Credit Agreement and the or any other Fundamental Documents. (b) Loan Document. Upon the request of the LenderAgent, Borrower shall promptly execute and deliver or cause to be executed and delivered, at the cost and expense of the Credit PartiesBorrower, such further instruments as may be appropriate in the reasonable judgment of the LenderAgent or its counsel, to provide Agent for the Lender benefit of the Lenders (i) a first perfected Lien in each of the Select Real Property Assets, subject only to the Permitted Encumbrances, and (ii) a perfected Lien in the other Collateral subject only to the Permitted Encumbrances and any Lien which is not prohibited under the Senior Facility, and any and all documents (including, without limitation, the execution, an amendment or supplementation supplement of any financing statement and a continuation statement or other statement) for filing under the provisions of the UCC Code and the rules and regulations thereunder, or any other statute, rule applicable law of the United States or regulation of any applicable foreign, federal, state other jurisdiction which Agent may deem reasonably necessary or local jurisdictionadvisable, 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 Agent for the Lender benefit of the Lenders the security interest in the Collateral contemplated hereunder and under the other Fundamental Loan Documents, subject only to Permitted Encumbrances. (c) Promptly . Borrower shall promptly undertake to deliver or cause to be delivered to the Lender Agent from time to time such other documentation, consents, authorizations and approvals approvals, in form and substance reasonably satisfactory to the LenderAgent, as the Lender Agent or its counsel shall deem reasonably necessary or advisable to perfect or maintain the Liens of Agent for the Lenderbenefit of the Lenders.

Further Assurances; Security Interests. (a) Upon the request of the LenderPurchaser, the Obligors shall duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Credit PartiesObligors, such further instruments as may be appropriate in the reasonable judgment of the Lender Purchaser to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Note Documents. (b) Upon the request of the LenderPurchaser, the Obligors shall promptly execute and deliver deliver, or cause to be duly executed and delivered, at the cost and expense of the Credit PartiesObligors, such further instruments as may be appropriate in the reasonable judgment of the Lender, Purchaser to provide the Lender Collateral Agent, on behalf of Purchasers, a first perfected Lien in the Collateral (subject to the prior lien of the Senior Debt) and any and all documents (including, 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 advisablenecessary, from time to time, in order to grant and maintain in favor of the Lender Collateral Agent, on behalf of Purchasers, the security interest in the Collateral contemplated hereunder and under the other Fundamental Note Documents, subject only to Permitted Encumbrances. (c) Promptly The Obligors shall promptly undertake to deliver or cause to be delivered to the Lender 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 LenderPurchaser, as the Lender Purchaser shall deem reasonably necessary or advisable to perfect or maintain the Liens of the LenderCollateral Agent, on behalf of Purchasers.

Further Assurances; Security Interests. (a) Upon the request of the LenderAdministrative 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 appropriate necessary in the reasonable judgment of the Lender Administrative Agent or its counsel to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents. (b) Upon the request of the LenderAdministrative 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 LenderAdministrative Agent or its counsel, to provide the Lender Administrative Agent for the benefit of the Secured Parties a first perfected Lien in the Collateral Collateral, and any and all documents (including, without limitation, the execution, an amendment or supplementation 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 statute, rule Applicable Law of the United States or regulation of any applicable foreign, federal, state other jurisdiction which the Administrative Agent may deem reasonably necessary or local jurisdictionadvisable, 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 Lender Administrative Agent for the benefit of the Secured Parties the security interest in the Collateral contemplated hereunder and under the other Fundamental Documents, subject only to Permitted EncumbrancesLiens. (c) Promptly undertake to deliver or cause to be delivered to the Lender Administrative Agent from time to time such other documentation, consents, authorizations and approvals approvals, in form and substance reasonably satisfactory to the LenderAdministrative Agent, as the Lender Administrative Agent or its counsel shall deem reasonably necessary or advisable to perfect or maintain the Liens of the LenderAdministrative Agent for the benefit of the Secured Parties.

Further Assurances; Security Interests. (a) Upon the request of the LenderPurchaser, the Obligors shall duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Credit PartiesObligors, such further instruments as may be appropriate in the reasonable judgment of the Lender Purchaser to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Note Documents. (b) Upon the request of the LenderPurchaser, the Obligors shall promptly execute and deliver deliver, or cause to be duly executed and delivered, at the cost and expense of the Credit PartiesObligors, such further instruments as may be appropriate in the reasonable judgment of the Lender, Purchaser to provide the Lender Collateral Agent, on behalf of Purchasers, a first perfected Lien in the Collateral (subject to the prior lien of the Senior Debt) and any and all documents (including, 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 advisablenecessary, from time to time, in order to grant and maintain in favor of the Lender Collateral Agent, on behalf of Purchasers, the security interest in the Collateral contemplated hereunder and under the other Fundamental Note Documents, subject only to Permitted Encumbrances.. [EXECUTION COPY] (c) Promptly The Obligors shall promptly undertake to deliver or cause to be delivered to the Lender 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 LenderPurchaser, as the Lender Purchaser shall deem reasonably necessary or advisable to perfect or maintain the Liens of the LenderCollateral Agent, on behalf of Purchasers.

Further Assurances; Security Interests. (a) Upon the reasonable request of the LenderAdministrative 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 appropriate necessary or proper in the reasonable judgment of the Lender 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 LenderAdministrative Agent, (i) 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 necessary or proper in the reasonable judgment of the LenderAdministrative Agent, to provide the Lender Administrative Agent (for the benefit of the Secured Parties) a first perfected Lien in the Collateral and the Pledged Collateral with the priority contemplated by Section 3.18 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 jurisdictionApplicable Law, and (ii) 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 Lender Administrative Agent (for the security interest benefit of the Secured Parties) the Lien in the Collateral and the Pledged Collateral (with the priority contemplated by Section 3.18) contemplated hereunder and under the other Fundamental Documents. The Administrative Agent or Borrower will give at least forty-five (45) days prior written notice to the Secured Parties prior to any Credit Party being required to execute or deliver any real estate mortgage or other real estate specific security document in accordance with the Fundamental Documents and upon confirmation from all Secured Parties that flood insurance due diligence and flood insurance compliance has been completed, subject only to Permitted Encumbrancesthe Borrower may so execute such real estate security documentation. (c) Promptly undertake to deliver or cause to be delivered to the Lender Administrative Agent from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably satisfactory to the LenderAdministrative Agent, as the Lender Administrative Agent shall deem reasonably necessary or advisable to perfect or maintain the Liens of the LenderAdministrative Agent (for the benefit of the Secured Parties). (d) Not create any Lien on any assets of any Credit Party securing any obligations under the Senior Loan Documents if these same assets are not subject to, and do not become subject to, a Lien securing the Obligations.

Further Assurances; Security Interests. (a) Upon the reasonable request of the LenderAdministrative 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 appropriate necessary or desirable in the reasonable judgment of the Lender 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 LenderAdministrative 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 LenderAdministrative Agent, to provide the Lender Administrative Agent for the benefit of the Administrative Agent, the Issuing Bank and the Lenders a first priority perfected Lien in the Collateral (subject, with respect to priority, 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 statementstatement or any pledgeholder agreement, Copyright Security Agreement, Copyright Security Agreement Supplement or Trademark Security Agreement) 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 jurisdictionApplicable 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 Lender 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 Lender from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably 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. (a) Upon the request of either of the LenderAgents, 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 appropriate necessary in the reasonable judgment of the Lender either Agent or their counsel to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents. (b) Upon the request of either of the LenderAgents, 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 Lendereither Agent or their counsel, to provide the Lender Administrative Agent for the benefit of the Secured Parties a first perfected Lien in the Collateral and all the Real Property Assets, and any and all documents (including, without limitation, the execution, an amendment or supplementation of any financing statement and statement, a continuation statement or other statement) for filing under the provisions of the UCC Uniform Commercial Code and the rules and regulations thereunder, or any other statute, rule Applicable Law of the United States or regulation of any applicable foreign, federal, state other jurisdiction which either Agent may deem reasonably necessary or local jurisdictionadvisable, 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 Lender Administrative Agent for the benefit of the Secured Parties the security interest in the Collateral and the Real Property Assets 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 Lender Administrative Agent, the Lenders or the other Secured Parties (as applicable) from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably satisfactory to the LenderAgents, as the Lender either Agent or their counsel shall deem reasonably necessary or advisable to perfect or maintain the Liens of the LenderAdministrative Agent for the benefit of the Secured Parties. (d) Without limiting the generality of the foregoing provisions of this Section 5.11, use commercially reasonable efforts to correct as soon as practicable, matters with respect to title concerning the properties set forth on Schedule 3.11 hereto.

Further Assurances; Security Interests. (a) Upon the request of the LenderAgent, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Credit PartiesBorrower, such further instruments as may be appropriate necessary or proper, in the reasonable judgment of the Lender 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 Credit Agreement and the other Fundamental Documents. (b) Upon the request of the LenderAgent, promptly perform or cause to be performed any and all acts and 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 Lender, to provide the Lender a first perfected Lien in the Collateral 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 or advisable, from time to time, in order to grant and maintain in favor of the Lender 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. (c) Promptly undertake to deliver or cause to be delivered to the Lender Lenders from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably satisfactory to the LenderAgent, as the Lender Agent shall deem reasonably necessary or advisable to perfect or maintain the Liens of the LenderAgent for the benefit of itself, the Issuing Bank and the Lenders. (d) [Intentionally omitted.]

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 Credit PartiesBorrower, such further instruments as may be appropriate necessary in the reasonable judgment of the 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 the Lender, promptly execute and deliver or cause to be executed and delivered, at the cost and expense of the Credit PartiesBorrower, such further instruments as may be appropriate in the reasonable judgment of the LenderLender or its counsel, to provide the Lender a perfected first perfected priority Lien in the Collateral (subject to Permitted Liens), and any and all documents (including, without limitation, the execution, an amendment or supplementation 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 statute, rule Applicable Law of the United States or regulation of any applicable foreign, federal, state other jurisdiction which Lender may deem reasonably necessary or local jurisdictionadvisable, 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 Lender the security interest in the Collateral contemplated hereunder and under the other Fundamental Documents, subject only to Permitted EncumbrancesLiens. (c) Promptly undertake to deliver or cause to be delivered to the Lender from time to time such other documentation, consents, authorizations and approvals approvals, in form and substance reasonably satisfactory to the Lender, as the Lender or its counsel shall reasonably deem reasonably 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 Lenderforegoing 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 reasonable request of the Lender, Lender duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Credit PartiesBorrower, such further instruments as may be appropriate in the reasonable judgment of the Lender to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents. (b) Upon the request of the Lendernecessary or proper, 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 Lender, to provide the Lender with a first perfected Lien in the Collateral Collateral, and to carry out the provisions and purposes of the Loan Documents. (b) Upon the reasonable 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, 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 Lender the security interest in the Collateral contemplated hereunder and under by the other Fundamental Loan Documents, and Liens on real property owned by the Borrower or its Subsidiaries, subject only to Permitted Encumbrancesno other Liens except as may be expressly permitted hereunder. (c) Promptly undertake to deliver or cause to be delivered to the Lender Lenders from time to time such other documentation, consents, authorizations authorizations, approvals and approvals orders in form and substance reasonably satisfactory to the Lender, as the Lender shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Lender for the benefit of the Lender.

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 Credit Parties, such further instruments as may be appropriate in the reasonable judgment of the Lender to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents. (b) Upon the request of the Lender, 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 Lender, to provide the Lender a first second priority perfected Lien in the Collateral (except for those Permitted Encumbrances that have priority over the Liens granted pursuant to this Credit Agreement) and any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statementstatement and the filing of termination statements for each of the Liens indicated on Schedule 6.2 of the JPM Credit Agreement for which the underlying obligation is no longer outstanding) 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 jurisdictionApplicable 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 Lender the security interest in the Collateral contemplated hereunder and under the other Fundamental Documents, subject only to Permitted Encumbrances. (cb) 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 reasonably satisfactory to the Lender, Lender as the Lender shall deem reasonably necessary or advisable to perfect or maintain the Liens in the Collateral of the Lender.