Common use of Further Assurances; Security Interests Clause in Contracts

Further Assurances; Security Interests. (a) Upon the request of the Administrative Agent, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Credit Parties, such further instruments as may be necessary in the reasonable judgment of the Administrative Agent to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents. (b) Upon the request of the Administrative Agent, promptly execute and deliver or cause to be executed and delivered, at the cost and expense of the Credit Parties, such further instruments as may be appropriate in the reasonable judgment of the Administrative Agent, to provide the Administrative Agent (for the benefit of the Administrative Agent, the Issuing Bank and the Lenders) a first perfected Lien in the Collateral and any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other Applicable Law of the United States or any other 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 Administrative Agent for the benefit of itself, the Issuing Bank and the Lenders the security interest in the Collateral contemplated hereunder and under the other Fundamental Documents, subject only to Permitted Encumbrances. (c) Promptly undertake to deliver or cause to be delivered to the Administrative Agent, the Issuing Bank and the Lenders from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Administrative Agent for the benefit of itself, the Issuing Bank and the Lenders. (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 any of the Administrative AgentAgents, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Credit Parties, such further instruments as may be necessary in the reasonable judgment of the Administrative 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 Administrative Agent, promptly execute and deliver or cause to be executed and delivered, at the cost and expense of the Credit Parties, such further instruments as may be appropriate in the reasonable judgment of the Administrative Agentsuch Agent or its counsel, to provide the Administrative Agent (for the benefit of the Administrative Agent, the Issuing Bank and the Lenders) 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 Applicable Law of the United States or any other jurisdictionjurisdiction which any Agent may deem reasonably necessary or advisable, and perform or cause to be performed such other ministerial acts which are necessaryreasonably necessary or advisable, from time to time, in order to grant and maintain in favor of the Administrative Agent for the benefit of itself, the Issuing Bank and the Lenders 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 Administrative Agent, the Issuing Bank and the Lenders Agent from time to time such other documentation, consents, authorizations and approvals approvals, in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent or its counsel shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Administrative Agent for the benefit of itself, the Issuing Bank and the LendersSecured Parties. (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 Administrative Agent, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Credit Parties, such further instruments as may be necessary in the reasonable judgment of the Administrative Agent 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 Administrative Agent, promptly execute and deliver or cause to be executed and delivered, at the cost and expense of the Credit Parties, such further instruments as may be appropriate in the reasonable judgment of the Administrative AgentAgent or its counsel, to provide the Administrative Agent (for the benefit of the Administrative Agent, the Issuing Bank and the Lenders) 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 Applicable Law of the United States or any other jurisdictionjurisdiction which the Administrative Agent may deem reasonably necessary or advisable, and perform or cause to be performed such other ministerial acts which are necessaryreasonably necessary or advisable, from time to time, in order to grant and maintain in favor of the Administrative Agent for the benefit of itself, the Issuing Bank and the Lenders 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 Administrative Agent, the Issuing Bank and Lenders or the Lenders other Secured Parties (as applicable) from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent or its counsel shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Administrative Agent for the benefit of itself, the Issuing Bank and the LendersSecured Parties. (d) With 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 each Distribution Agreement entered into after title concerning 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 properties set forth 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.Schedule 3.10 hereto. -------------

Further Assurances; Security Interests. (a) Upon -------------------------------------- the request of the Administrative Agent, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Credit PartiesBorrower, such further instruments as may be necessary in the reasonable judgment of the Administrative Agent to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents. (b) Upon the request of the Administrative Agent, 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 Administrative Agent, to provide the Administrative Agent (for the benefit of the Administrative Agentitself, the Issuing Bank and Fronting Bank, 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 Applicable Law statute, rule or regulation of the United States any applicable foreign, federal, state or any other 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 Administrative Agent (for the benefit of itself, the Issuing Fronting Bank and the Lenders Lenders) the security interest in the Collateral contemplated hereunder and under the other Fundamental Documents, subject only to Permitted Encumbrances. (c) Promptly undertake to deliver or cause to be delivered to the Administrative Agent, the Issuing Fronting Bank and the Lenders from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Administrative Agent for the benefit of itself, the Issuing Fronting 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 any of the Administrative AgentAgents, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Credit Parties, such further instruments as may be necessary in the reasonable judgment of the Administrative 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 Administrative Collateral Agent, promptly execute and deliver or cause to be executed and delivered, at the cost and expense of the Credit Parties, such further instruments as may be appropriate in the reasonable judgment of the Administrative Agentsuch Agent or its counsel, to provide the Administrative Collateral Agent (for the benefit of the Administrative Agent, the Issuing Bank and the Lenders) 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 Applicable Law of the United States or any other jurisdictionjurisdiction which any Agent may deem reasonably necessary or advisable, and perform or cause to be performed such other ministerial acts which are necessaryreasonably necessary or advisable, from time to time, in order to grant and maintain in favor of the Administrative Collateral Agent for the benefit of itself, the Issuing Bank and the Lenders 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 Administrative Agent, the Issuing Bank and the Lenders Collateral Agent from time to time such other documentation, consents, authorizations and approvals approvals, in form and substance reasonably satisfactory to the Administrative Collateral Agent, as the Administrative Collateral Agent or its counsel shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Administrative Collateral Agent for the benefit of itself, the Issuing Bank and the LendersSecured Parties. (d) With 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 each Distribution Agreement entered into after title concerning the Closing Date relating to Product produced or acquired by a Credit Party after the date hereof, as promptly as practicable execute and (iproperties set forth on Schedule 3.10(a) 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 Agreementhereto. (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 Administrative Agent, 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 necessary in the reasonable judgment of the Administrative Agent to carry out the provisions and purposes of this Credit Agreement and the other Fundamental DocumentsDocuments to which the Borrower is a party. (b) Upon the request of the Administrative Agent, 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 Administrative Agent, to provide the Administrative Agent (for the benefit of the Administrative Agent, the Issuing Bank and the Lenders) a first perfected Lien in the Collateral and any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and statement, continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunderuniform commercial code of any jurisdiction, or any other Applicable Law statute, rule or regulation of the United States any applicable federal, state, local or any other foreign 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 Administrative Agent (for the benefit of itself, the Issuing Bank and the Lenders Lenders) the security interest in the Collateral contemplated hereunder and under the other Fundamental Documents, subject only to Permitted Encumbrances. (c) Promptly undertake to deliver or cause to be delivered to the Administrative Agent, the Issuing Bank Agent and the Lenders from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Administrative Agent for the benefit of itself, the Issuing Bank and the Lenders. (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 Administrative Collateral Agent, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Credit Parties, such further instruments as may be necessary in the reasonable judgment of the Administrative 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 Administrative Collateral Agent, promptly execute and deliver or cause to be executed and delivered, at the cost and expense of the Credit Parties, such further instruments as may be appropriate in the reasonable judgment of the Administrative AgentCollateral Agent or its counsel, to provide the Administrative Collateral Agent (for the benefit of the Administrative Agent, the Issuing Bank and the Lenders) 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 Applicable Law of the United States or any other jurisdictionjurisdiction which either Agent may deem reasonably necessary or advisable, and perform or cause to be performed such other ministerial acts which are necessaryreasonably necessary or advisable, from time to time, in order to grant and maintain in favor of the Administrative Collateral Agent for the benefit of itself, the Issuing Bank and the Lenders 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 Administrative Agent, the Issuing Bank and the Lenders Collateral Agent from time to time such other documentation, consents, authorizations and approvals approvals, in form and substance reasonably satisfactory to the Administrative Collateral Agent, as the Administrative Collateral Agent or its counsel shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Administrative Collateral Agent for the benefit of itselfthe Secured Parties including, without limitation, updated copies of Schedule A and Schedule B to the Issuing Bank and Trademark Security Agreement or the Lenders.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) With 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 each Distribution Agreement entered into after title concerning 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 Agreementproperties set forth on Schedule 5.4 hereto. (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 Administrative Agent, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Credit Parties, such further instruments as may be necessary or desirable in the reasonable judgment of the Administrative Agent to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents. (b) Upon the request of the Administrative Agent, promptly execute and deliver or cause to be executed and delivered, at the cost and expense of the Credit Parties, such further instruments as may be appropriate in the reasonable judgment of the Administrative Agent, to provide the Administrative Agent (for the benefit of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders) 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 UCC, the PPSA and the rules and regulations thereunder, or any other Applicable Law of the United States or any other jurisdictionLaw, and perform or cause to be performed such other ministerial acts which are necessaryreasonably necessary or advisable, from time to time, in order to grant and maintain in favor of the Administrative Agent for the benefit of itself, the 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 Administrative Agent, the Issuing Bank Agent and the Lenders from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Administrative Agent for the benefit of itself, the Canadian Agent, 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 Administrative Agent, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Credit Parties, such further instruments as may be necessary in the reasonable judgment of the Administrative Agent 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 Administrative Agent, promptly execute and deliver or cause to be executed and delivered, at the cost and expense of the Credit Parties, such further instruments as may be appropriate in the reasonable judgment of the Administrative AgentAgent or its counsel, to provide the Administrative Agent (for the benefit of the Administrative Agent, the Issuing Bank and the Lenders) 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 Applicable Law of the United States or any other jurisdictionjurisdiction which the Administrative Agent may deem reasonably necessary or advisable, and perform or cause to be performed such other ministerial acts which are necessaryreasonably necessary or advisable, from time to time, in order to grant and maintain in favor of the Administrative Agent for the benefit of itself, the Issuing Bank and the Lenders 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 Administrative Agent, the Issuing Bank and Lenders or the Lenders other Secured Parties (as applicable) from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent or its counsel shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Administrative Agent for the benefit of itself, the Issuing Bank and the LendersSecured Parties. (d) With 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 each Distribution Agreement entered into after title concerning 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 Agreementproperties set forth on Schedule 3.10 hereto. (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 Administrative Agent, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Credit Parties, such further instruments as may be necessary or desirable in the reasonable judgment of the Administrative Agent to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents. (b) Upon the request of the Administrative Agent, promptly execute and deliver or cause to be executed and delivered, at the cost and expense of the Credit Parties, such further instruments as may be appropriate in the reasonable judgment of the Administrative Agent, to provide the Administrative Agent (for the benefit of the Administrative Agent, the Issuing Bank and the Lenders) 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 Applicable Law of the United States or any other jurisdictionLaw, and perform or cause to be performed such other ministerial acts which are necessaryreasonably necessary or advisable, from time to time, in order to grant and maintain in favor of the Administrative Agent for the benefit of itself, the Issuing Bank and the Lenders the security interest in the Collateral contemplated hereunder and under the other Fundamental Documents, subject only to Permitted Encumbrances. (c) Promptly undertake to deliver or cause to be delivered to the Administrative Agent, the Issuing Bank Agent and the Lenders from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Administrative Agent for the benefit of itself, the Issuing Bank and the Lenders. (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 Administrative Agent, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Credit Parties, such further instruments as may be necessary in the reasonable judgment of the Administrative Agent to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents. (b) Upon the request of the Administrative Agent, promptly execute and deliver or cause to be executed and delivered, at the cost and expense of the Credit Parties, such further instruments as may be appropriate in the reasonable judgment of the Administrative Agent, to provide the Administrative Collateral Agent (for the benefit of the Administrative Agent, the Issuing Bank Fronting Bank, the Lenders and the LendersNoteholders) 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 Applicable Law statute, rule or regulation of the United States any applicable foreign, federal, state or any other 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 Administrative Collateral Agent (for the benefit of itselfthe Administrative Agent, the Issuing Bank Fronting Bank, the Lenders and the Lenders 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 Collateral Agent, the Administrative Agent, the Issuing Fronting Bank and the Lenders from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Administrative Collateral Agent for the benefit of itselfthe Administrative Agent, the Issuing Bank Fronting Bank, the Lenders and the LendersNoteholders. (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.