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 Each Credit Party shall ensure that all written information, exhibits and reports furnished to the request Agent or the Lenders do not and will not contain any untrue statement of a material fact and do not and will not omit to state any material fact or any fact necessary to make the statements contained therein not misleading in light of the Lendercircumstances in which made, duly execute and will promptly disclose to the Agent and the Lenders and correct any defect or error that may be discovered therein or in any Loan Document or in the execution, acknowledgement or recordation thereof. (b) Promptly upon request by the Agent, the Credit Parties shall (and, subject to the limitations hereinafter set forth, shall cause each of their Subsidiaries to) take such additional actions as the Agent may reasonably require from time to time in order (i) to subject to the Liens created by any of the Collateral Documents any of the Properties, rights or interests covered by any of the Collateral Documents, (ii) to perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended to be created thereby, and (iii) to better assure, convey, grant, assign, transfer, preserve, protect and confirm to the Agent and Lenders the rights granted or now or hereafter intended to be granted to the Agent and the Lenders under any Loan Document or under any other document executed in connection therewith. Without limiting the generality of the foregoing and except as otherwise approved in writing by the Required Lenders, the Credit Parties shall cause each of their Domestic Subsidiaries to guaranty the Obligations and to cause each such Subsidiary to grant to the Agent, for the benefit of the Agent and Lenders, a security interest in, subject to the limitations hereinafter set forth, all of such Subsidiary’s Property to secure such guaranty. Furthermore and except as otherwise approved in writing by the Required Lenders, each Credit Party shall, and shall cause each of its Domestic Subsidiaries to, pledge all of the Stock and Stock Equivalents of each of its Domestic Subsidiaries and First Tier Foreign Subsidiaries (provided that with respect to any First Tier Foreign Subsidiary, such pledge shall be limited to sixty-five percent (65%) of such Foreign Subsidiary’s outstanding voting Stock and Stock Equivalents and one hundred percent (100%) of such Foreign Subsidiary’s outstanding non-voting Stock and Stock Equivalents), to the Agent, for the benefit of the Agent and Lenders, to secure the Obligations. In connection with each pledge of Stock and Stock Equivalents, the Credit Parties shall deliver, or cause to be delivered, to the Agent, irrevocable proxies and stock powers and/or assignments, as applicable, duly executed and deliveredin blank. In the event any Credit Party or any Domestic Subsidiary of any Credit Party acquires any real Property, at within 30 days (or such longer period of time as the cost and expense Agent may agree) after the closing of the Credit Partiessuch acquisition, 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 LenderPerson shall execute and/or deliver, promptly execute and deliver or cause to be executed and and/or 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 documentationAgent, consents(x) a fully executed Mortgage, authorizations and approvals in form and substance reasonably satisfactory to the LenderAgent together with an A.L.T.A. lender’s title insurance policy issued by a title insurer reasonably satisfactory to the Agent, as in form and substance and in an amount reasonably satisfactory to the Lender shall deem reasonably necessary or advisable Agent insuring that the Mortgage is a valid and enforceable first priority Lien on the respective property, free and clear of all defects, encumbrances and Liens, (y) then current A.L.T.A. surveys, certified to perfect or maintain the Liens Agent and the Lenders by a licensed surveyor sufficient to allow the issuer of the Lenderlender’s title insurance policy to issue such policy without a survey exception and (z) an environmental site assessment prepared by a qualified firm reasonably acceptable to the Agent, in form and substance satisfactory to the Agent.

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 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 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 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 or local other 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 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. (d) With respect to each Distribution Agreement entered into after the Closing Date relating to Product produced or acquired by a Credit Party after the date hereof, as promptly as practicable execute and (i) cause each party thereto to duly execute and deliver to the Administrative Agent an original Notice of Assignment and Irrevocable Instructions or (ii) include language constituting such notice in each such Distribution Agreement. (e) With respect to each Distribution Agreement in existence on the Closing Date giving rise to Eligible Receivables in excess of $400,000 included in the Borrowing Base, execute and cause each party thereto to duly execute and deliver to the Administrative Agent an original Notice of Assignment and Irrevocable Instructions.

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 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 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 and all the Mortgaged Properties, 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 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 and the Mortgaged Properties 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 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. (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 3.10 hereto.

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.. [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 request of the LenderAdministrative Agent, at the cost and expense of RRI, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Credit Parties, such further instruments agreements, documents, instruments, consents, authorizations or approvals (in form and substance reasonably satisfactory to the Administrative Agent), and take or cause to be taken such action, as may be appropriate in necessary, or requested by 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 LenderDocuments including, promptly execute and deliver or cause to be executed and delivered, at the cost and expense of the Credit Partieswithout limitation, such further agreements, documents or instruments as may be appropriate in the reasonable judgment of the LenderAdministrative Agent or its counsel, to provide the Lender Collateral Trustee (or the Collateral Agent, if applicable) (for the benefit of the applicable Secured Parties) a first perfected Lien in the Collateral to the extent required by the terms hereof or any Fundamental Document, 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 any Applicable Law of the UCC and the rules and regulations thereunder, United States or any other statute, rule jurisdiction which the Administrative Agent may deem necessary or regulation of any applicable foreign, federal, state or local jurisdictionreasonably advisable, and perform or cause to be performed such other ministerial acts which are necessary or reasonably advisable, from time to time, in order to grant grant, perfect and maintain in favor of the Lender Collateral Trustee (or the Collateral Agent, if applicable) (for the benefit of the applicable Secured Parties) the security interest in the Collateral contemplated hereunder and under the other Lien on the Mortgaged Real Property Assets to the extent required by the terms of any Fundamental DocumentsDocument, subject only to Permitted Encumbrances. Encumbrances (c) Promptly undertake such further assurances to deliver include, without limitation, using all commercially reasonable efforts to obtain waivers from mortgagees, landlords and any other Person who has possession of or cause to any interest in any Collateral with a value in excess of $15,000,000 or any real property on which any Collateral may be delivered to the Lender from time to time such other documentationlocated, consents, authorizations and approvals in form and substance reasonably satisfactory to the LenderAdministrative Agent). In the event any Credit Party is required to deliver any cash, Cash Equivalents or other security to the Collateral Agent as provided in Section 2.4(h) or Section 2.5(h) hereof, such Credit Party agrees that it shall execute such agreements and other documents as the Lender Collateral Agent shall deem reasonably necessary or advisable request in order to grant, perfect or and/or maintain the Liens in favor of the LenderCollateral Agent (for the benefit of the Credit Agreement Secured Parties), a security interest in, and Lien on, any such assets so delivered. In the event that any Credit Party is unable to promptly obtain an acknowledgment from a bailee holding goods constituting Collateral upon request of the Administrative Agent or the Collateral Trustee as provided in Section 6.08 of the Security Agreement, then, at the request of the Administrative Agent, such Credit Party shall promptly move such Collateral to a bailee that shall authenticate a record acknowledging that it is holding the Collateral for the benefit of the Collateral Trustee."

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 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 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 LenderAdministrative Agent, at the cost and expense of the Borrower, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Credit Parties, such further instruments agreements, documents, instruments, consents, authorizations or approvals (in form and substance reasonably satisfactory to the Administrative Agent), and take or cause to be taken such action, as may be appropriate in necessary, or reasonably requested by 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 DocumentsLoan Documents including, without limitation, to perfect and/or maintain the Liens of the Administrative Agent (for the benefit of the Secured Parties). (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 PartiesBorrower, such further agreements, documents or 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 and in the Real Property Assets to the extent required by the terms hereof and subject in each case to Permitted Encumbrances, and any and all documents (including, without limitation, the execution, an amendment or supplementation supplement 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 the Administrative Agent may deem necessary or local jurisdictionreasonably advisable, and perform or cause to be performed such other ministerial acts which are necessary or reasonably advisable, from time to time, in order to grant grant, perfect and maintain in favor of the Lender Administrative Agent (for the benefit of the Secured Parties) its security interest in the Collateral contemplated hereunder and under its Lien on the other Fundamental DocumentsReal Property Assets to the extent required by the terms of any Loan Document, subject only to Permitted Encumbrances. (c) Promptly undertake to deliver or cause to be delivered In addition to the Lender from obligations of the Loan Party pursuant to Sections 5.12(a) and 5.12(b) above, if, at any time one hundred eighty (180) days after any Loan Party acquires ownership of either of the Aircraft and such acquired Aircraft shall not have been refinanced as contemplated by Section 6.1(p) hereof, then such Loan Party will (i) promptly provide written notice thereof to time the Administrative Agent, setting forth in sufficient detail for the filing of a Lien thereon, a description of such other documentationaircraft purchased or otherwise acquired and (ii) upon the request of the Administrative Agent, consentsat the cost and expense of the Borrower, authorizations promptly execute and approvals deliver such further agreements and documents (all in form and substance reasonably satisfactory to the LenderAdministrative Agent) and take such action, as may be necessary, or requested by the Lender shall deem reasonably necessary Administrative Agent or advisable its counsel, to perfect or maintain grant a first priority Lien and security interest in such Aircraft to the Liens Administrative Agent (for the benefit of the LenderSecured Parties), subject only to Permitted Encumbrances.

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.. -58- 67 (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) 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 extent not so recorded as at the Closing Date), and (upon request by the Agent) to deliver to the Agent copies of any and all documents pertaining to the chain of title for the items of Product included in the HEDC Library and all such recordations.

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 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 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 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 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 carry out the provisions and purposes of this Credit 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 LenderAgent, promptly execute and deliver perform or cause to be executed performed any and deliveredall acts and execute or cause to be executed, at the cost and expense of the Credit PartiesBorrower, 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 advisableadvisable in the judgment of the Agent, from time to time, in order to grant and maintain in favor of the Lender Agent for the benefit of the Lenders as beneficiaries thereof the perfected security interest in the Collateral contemplated hereunder by the Fundamental Documents and under a pledge of the other 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, subject 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 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 the Agent an original Notice of Assignment and Irrevocable Instructions.

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 PartiesCompany, such further instruments as may be appropriate necessary in the reasonable judgment of the Lender Agent to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Loan Documents. (b) Upon the request of the LenderAgent, 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 LenderAgent, to provide the Lender Agent (for the benefit of the Agent 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 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, 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 Agent (for the benefit of the Agent and the Lenders) the security interest in the Collateral contemplated hereunder and under the other Fundamental Loan Documents, subject only to Permitted EncumbrancesLiens. (c) Promptly undertake to deliver or cause to be delivered to the Lender Agent and the Lenders from time to time such other documentation, consents, waivers, authorizations and approvals from existing creditors of the Credit Parties and from other Persons 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 the Agent and the Lenders. (d) Promptly take any action requested by the Agent in order to amend certain existing UCC-1 financing statements to correct the descriptions of the collateral defined therein.

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 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 any 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 Lendersuch 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 any 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. (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 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 Each Credit Party shall ensure that all written information, exhibits and reports furnished to the request Agent or the Lenders do not and will not contain any untrue statement of a material fact and do not and will not omit to state any material fact or any fact necessary to make the statements contained therein not misleading in light of the Lendercircumstances in which made, duly execute and will promptly disclose to the Agent and the Lenders and correct any defect or error that may be discovered therein or in any Loan Document or in the execution, acknowledgement or recordation thereof. (b) Promptly upon request by the Agent, the Credit Parties shall (and, subject to the limitations hereinafter set forth, shall cause each of their Subsidiaries to) take such additional actions as the Agent may reasonably require from time to time in order (i) to subject to the Liens created by any of the Collateral Documents any of the Properties, rights or interests covered by any of the Collateral Documents, (ii) to perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended to be created thereby, and (iii) to better assure, convey, grant, assign, transfer, preserve, protect and confirm to the Agent and Lenders the rights granted or now or hereafter intended to be granted to the Agent and the Lenders under any Loan Document or under any other document executed in connection therewith. Without limiting the generality of the foregoing and except as otherwise approved in writing by the Required Lenders, the Credit Parties shall cause each of their Domestic Subsidiaries to guaranty the Obligations and to cause each such Subsidiary to grant to the Agent, for the benefit of the Agent and Lenders, a security interest in, subject to the limitations hereinafter set forth, all of such Subsidiary's Property to secure such guaranty. Furthermore and except as otherwise approved in writing by the Required Lenders, each Credit Party shall, and shall cause each of its Domestic Subsidiaries to, pledge all of the Stock and Stock Equivalents of each of its Domestic Subsidiaries and First Tier Foreign Subsidiaries (provided that with respect to any First Tier Foreign Subsidiary, such pledge shall be limited to sixty-five percent (65%) of such Foreign Subsidiary's outstanding voting Stock and Stock Equivalents and one hundred percent (100%) of such Foreign Subsidiary's outstanding non-voting Stock and Stock Equivalents), to the Agent, for the benefit of the Agent and Lenders, to secure the Obligations. In connection with each pledge of Stock and Stock Equivalents, the Credit Parties shall deliver, or cause to be delivered, to the Agent, irrevocable proxies and stock powers and/or assignments, as applicable, duly executed and deliveredin blank. In the event any Credit Party or any Domestic Subsidiary of any Credit Party acquires any real Property, at within 30 days (or such longer period of time as the cost and expense Agent may agree) after the closing of the Credit Partiessuch acquisition, 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 LenderPerson shall execute and/or deliver, promptly execute and deliver or cause to be executed and and/or 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 documentationAgent, consents(x) a fully executed Mortgage, authorizations and approvals in form and substance reasonably satisfactory to the LenderAgent together with an A.L.T.A. lender's title insurance policy issued by a title insurer reasonably satisfactory to the Agent, as in form and substance and in an amount reasonably satisfactory to the Lender shall deem reasonably necessary or advisable Agent insuring that the Mortgage is a valid and enforceable first priority Lien on the respective property, free and clear of all defects, encumbrances and Liens, (y) then current A.L.T.A. surveys, certified to perfect or maintain the Liens Agent and the Lenders by a licensed surveyor sufficient to allow the issuer of the Lenderlender's title insurance policy to issue such policy without a survey exception and (z) an environmental site assessment prepared by a qualified firm reasonably acceptable to the Agent, in form and substance satisfactory to the Agent.

Further Assurances; Security Interests. (a) Upon the request of the LenderHolders, 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 Holders to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Transaction Documents. (b) Upon the request of the LenderAgent, 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, Holders to provide the Lender Agent for the benefit of the Agent and the Holders a first perfected Lien (junior only to the lien of the IBM Facility) in the Collateral 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 Agent for the benefit of the Agent and the Holders the security interest in the Collateral contemplated hereunder and under the other Fundamental Transaction Documents, subject only to Permitted Encumbrances. (c) Promptly The Obligors shall promptly undertake to deliver or cause to be delivered to the Lender Holders from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably satisfactory to the LenderHolders, as the Lender Holders shall deem reasonably necessary or advisable to perfect or maintain the Liens of the LenderHolders. (d) In the event that the IBM Facility is amended, supplemented or modified subsequent to Amendment #4 To The Inventory Working Capital Financing Agreement dated as of September 30, 1997 between IBM and Issuer to add to the collateral granted to IBM therein, 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 Holders to provide the Agent for the benefit of the Agent and the Holders a perfected Lien (junior only to the lien of the IBM Facility) in such additional 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, from time to time, in order to grant and maintain in favor of the Agent for the benefit of the Agent and the Holders a security interest in such additional collateral as contemplated hereunder and under the other Transaction Documents.

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 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 -------------------------------------- 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 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 Collateral Agent (for the benefit of the Administrative Agent, the Fronting Bank, the Lenders and the Noteholders) 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 advisablenecessary, from time to time, in order to grant and maintain in favor of the Lender Collateral Agent (for the benefit of the Administrative Agent, the Fronting Bank, the Lenders and the Noteholders) 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, the 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 LenderCollateral Agent for the benefit of the Administrative Agent, the Fronting Bank, the Lenders and the Noteholders.

Further Assurances; Security Interests. (a) Upon the request of the LenderCollateral 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 such Agent or its counsel to carry out the provisions and purposes of this Credit Agreement and the other Fundamental DocumentsAgreement. (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 Documentshereunder, 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 (each as defined in the Note Agreement), 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 6.2, use commercially reasonable efforts to correct as soon as practicable, matters with respect to title concerning the properties set forth on Schedule 5.4 hereto.

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.

Further Assurances; Security Interests. (a) Upon the request of the LenderHolders, 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 Holders to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Note Documents. (b) Upon the request of the LenderAgent, 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, Holders to provide the Lender Agent for the benefit of the Agent and the Holders a first perfected Lien (junior only to the lien of the Fleet Facility) in the Collateral 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 Agent for the benefit of the Agent and the Holders 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 Holders from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably satisfactory to the LenderHolders, as the Lender Holders shall deem reasonably necessary or advisable to perfect or maintain the Liens of the LenderHolders. (d) In the event that the Fleet Facility is amended, supplemented or modified (subsequent to Amendment #7 To Loan and Security Agreement dated as of February 17, 1998 between Fleet and Issuer) to add to the collateral granted to Fleet therein, 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 Holders to provide the Agent for the benefit of the Agent and the Holders a perfected Lien (junior only to the lien of the Fleet Facility) in such additional 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, from time to time, in order to grant and maintain in favor of the Agent for the benefit of the Agent and the Holders a security interest in such additional collateral as contemplated hereunder and under the other Note Documents.

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 and all the Mortgaged Properties, 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 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 and the Mortgaged Properties 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 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. (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 3.10 hereto. -------------

Further Assurances; Security Interests. (a) Upon the request of the LenderAdministrative Agent, at the written direction of the Required Lenders, use commercially reasonable efforts to deliver to each of the New Term Lenders (i) within ten (10) Business Days of its receipt of such request a schedule, in writing, (the "Material Agreements Schedule") of all Material Agreements of the Borrower and each of its Consolidated Subsidiaries as of the date of such request or intended to be entered into within ten (10) Business Days of such request and copies of all such Material Agreements referenced in the Material Agreements Schedule; and (ii) subject to the terms of the Intercreditor Agreement, within thirty (30) Business Days of its receipt of such request, collateral assignments of each of the Material Agreements (other than those to which a Foreign Subsidiary is a party) set forth in the Material Agreements Schedule in favor of the Collateral Agent for the benefit of each of the New Term Lenders. (b) Subject to the terms of the Intercreditor Agreement and upon the request of the Administrative Agent or the Collateral Agent each at the written direction of the Required Lenders, the New Term Lenders and/or the other Secured Parties (as applicable), at the cost and expense of the Borrower, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Credit Parties, such further instruments agreements, documents, instruments, consents, authorizations or approvals (in each case, in form and substance reasonably satisfactory to the Required Lenders), and take or cause to be taken such action, as may be appropriate in necessary, or requested by the reasonable judgment Administrative Agent or its respective counsel at the written direction of the Lender Required Lenders, to carry out the provisions and purposes of this Credit Agreement and the other Fundamental DocumentsLoan Documents including, without limitation, to perfect and/or maintain the Liens of the Collateral Agent (for the benefit of itself and the New Term Lenders). (bc) Upon the request of the LenderCollateral Agent acting at the written direction of the Required Lenders or its counsel, promptly execute and deliver or cause to be executed and delivered, at the cost and expense of the Credit PartiesBorrower, such further agreements, documents or instruments as may be appropriate in the reasonable judgment of the Lenderappropriate, to provide the Lender Collateral Agent (for the benefit of the Loan Parties) a first Lien on the Collateral and any of the Real Property Assets (excluding any Real Property Assets of any Foreign Subsidiary) that is a second priority perfected Lien in subject only to the first priority perfected Lien on the Collateral and any of the Real Property Assets of the New Working Capital Facility Agent so long as any obligations or Commitments are outstanding under the New Working Capital Facility Agreement, and subject further, as to priority, only to Permitted Encumbrances, and any and all documents (including, without limitation, the execution, an amendment or supplementation supplement of any financing statement and statement, 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 any other jurisdiction which the Collateral Agent may request pursuant to the written direction of any applicable foreign, federal, state or local jurisdictionthe Required Lenders, and perform or cause to be performed such other ministerial acts which are necessary or advisablerequested by the Collateral Agent pursuant to the written direction of the Required Lenders, from time to time, in order to grant grant, perfect and maintain in favor of the Lender Collateral Agent (for the benefit of itself and the New Term Lenders) the security interest in the Collateral and the Real Property Assets contemplated hereunder and under the other Fundamental Loan Documents, subject only to Permitted Encumbrances. (cd) Promptly undertake Unless otherwise agreed by the Required Lenders, use commercially reasonable efforts to deliver or cause exclude from any contract to be delivered to which it becomes a party, provisions which prevent the Lender from time to time creation of a security interest in the rights under such other documentationcontract, consents, authorizations and approvals in form and substance reasonably satisfactory to upon the Lender, as the Lender shall deem reasonably necessary or advisable to perfect or maintain the Liens request of the LenderCollateral Agent, at the written direction of the Required Lenders, use commercially reasonable efforts to obtain permission for the creation of a security interest in favor of the Collateral Agent (for the benefit of itself and the New Term Lenders) in rights under any contract which by its terms prohibits the creation of such a security interest.

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.