Common use of Further Assurances; Security Interests Clause in Contracts

Further Assurances; Security Interests. (a) Upon the request of Lender, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of Borrower, such further instruments as may be necessary in the reasonable judgment of Lender or its counsel to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents. (b) Upon the request of Lender, promptly execute and deliver or cause to be executed and delivered, at the cost and expense of Borrower, such further instruments as may be appropriate in the reasonable judgment of Lender or its counsel, to provide Lender a perfected first priority Lien in the Collateral and (from and after the First Amendment Effective Date) Inventory Collateral (subject to Permitted Liens), and any and all documents (including, without limitation, an amendment or supplement of any financing statement and a continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other Applicable Law of the United States or any other jurisdiction which Lender may deem reasonably necessary or advisable, and perform or cause to be performed such other ministerial acts which are reasonably necessary or advisable, from time to time, in order to grant and maintain in favor of Lender the security interest in the Collateral and (from and after the First Amendment Effective Date) Inventory Collateral contemplated hereunder and under the other Fundamental Documents, subject only to Permitted Liens. (c) Promptly undertake to deliver or cause to be delivered to Lender from time to time such other documentation, consents, authorizations and approvals, in form and substance reasonably satisfactory to Lender, as Lender or its counsel shall reasonably deem necessary or advisable to perfect or maintain the Liens (and security interests) of Lender contemplated hereby and pursuant to the other Fundamental Documents. (d) Without limiting the generality of the foregoing provisions of this Section 4.10, use commercially reasonable efforts to correct as soon as practicable, matters with respect to title concerning each Fee Property not otherwise permitted hereunder.

Further Assurances; Security Interests. (a) Upon Each Credit Party shall ensure that all written information, exhibits and reports furnished to the 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 circumstances in which made, 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 Lendertheir 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, duly execute 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 Borrowersuch acquisition, such further instruments as may be necessary in the reasonable judgment of Lender or its counsel to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents. (b) Upon the request of LenderPerson shall execute and/or deliver, promptly execute and deliver or cause to be executed and and/or delivered, at to the cost and expense of BorrowerAgent, such further instruments as may be appropriate in the reasonable judgment of Lender or its counsel, to provide Lender (x) a perfected first priority Lien in the Collateral and (from and after the First Amendment Effective Date) Inventory Collateral (subject to Permitted Liens), and any and all documents (including, without limitation, an amendment or supplement of any financing statement and a continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other Applicable Law of the United States or any other jurisdiction which Lender may deem reasonably necessary or advisable, and perform or cause to be performed such other ministerial acts which are reasonably necessary or advisable, from time to time, in order to grant and maintain in favor of Lender the security interest in the Collateral and (from and after the First Amendment Effective Date) Inventory Collateral contemplated hereunder and under the other Fundamental Documents, subject only to Permitted Liens. (c) Promptly undertake to deliver or cause to be delivered to Lender from time to time such other documentation, consents, authorizations and approvalsfully executed Mortgage, in form and substance reasonably satisfactory to Lender, as Lender or its counsel shall the Agent together with an A.L.T.A. lender’s title insurance policy issued by a title insurer reasonably deem necessary or advisable to perfect or maintain the Liens (and security interests) of Lender contemplated hereby and pursuant satisfactory to the other Fundamental Documents. Agent, in form and substance and in an amount reasonably satisfactory to the 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, (dy) Without limiting then current A.L.T.A. surveys, certified to the generality Agent and the Lenders by a licensed surveyor sufficient to allow the issuer of the foregoing provisions of this Section 4.10lender’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, use commercially reasonable efforts in form and substance satisfactory to correct as soon as practicable, matters with respect to title concerning each Fee Property not otherwise permitted hereunderthe Agent.

Further Assurances; Security Interests. (a) Upon the request of Lenderthe Administrative Agent, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of Borrowerthe Credit Parties, such further instruments as may be necessary or desirable in the reasonable judgment of Lender or its counsel the Administrative Agent to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents. (b) Upon the request of Lenderthe Administrative Agent, promptly execute and deliver or cause to be executed and delivered, at the cost and expense of Borrowerthe Credit Parties, such further instruments as may be appropriate in the reasonable judgment of Lender or its counselthe Administrative Agent, to provide Lender the Administrative Agent for the benefit of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders a first perfected first priority Lien in the Collateral and (from and after the First Amendment Effective Date) Inventory Collateral (subject to Permitted Liens), and any and all documents (including, without limitation, an the execution, amendment or supplement supplementation of any financing statement and a 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 Applicable Law of the United States or any other jurisdiction which Lender may deem reasonably necessary or advisableLaw, and perform or cause to be performed such other ministerial acts which are reasonably necessary or advisable, from time to time, in order to grant and maintain in favor of Lender the Administrative Agent for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders 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 LiensEncumbrances. (c) Promptly undertake to deliver or cause to be delivered to Lender the Administrative Agent and the Lenders from time to time such other documentation, consents, authorizations and approvals, approvals in form and substance reasonably satisfactory to Lenderthe Administrative Agent, as Lender or its counsel the Administrative Agent shall deem reasonably deem necessary or advisable to perfect or maintain the Liens (and security interests) of Lender contemplated hereby and pursuant to the other Fundamental Documents. (d) Without limiting the generality of the foregoing provisions Administrative Agent for the benefit of this Section 4.10itself, use commercially reasonable efforts to correct as soon as practicablethe Canadian Agent, matters with respect to title concerning each Fee Property not otherwise permitted hereunderthe Issuing Bank and the Lenders.

Further Assurances; Security Interests. (a) Upon Each Credit Party shall ensure that all written information, exhibits and reports furnished to the 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 circumstances in which made, 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 Lendertheir 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, duly execute 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 Borrowersuch acquisition, such further instruments as may be necessary in the reasonable judgment of Lender or its counsel to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents. (b) Upon the request of LenderPerson shall execute and/or deliver, promptly execute and deliver or cause to be executed and and/or delivered, at to the cost and expense of BorrowerAgent, such further instruments as may be appropriate in the reasonable judgment of Lender or its counsel, to provide Lender (x) a perfected first priority Lien in the Collateral and (from and after the First Amendment Effective Date) Inventory Collateral (subject to Permitted Liens), and any and all documents (including, without limitation, an amendment or supplement of any financing statement and a continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other Applicable Law of the United States or any other jurisdiction which Lender may deem reasonably necessary or advisable, and perform or cause to be performed such other ministerial acts which are reasonably necessary or advisable, from time to time, in order to grant and maintain in favor of Lender the security interest in the Collateral and (from and after the First Amendment Effective Date) Inventory Collateral contemplated hereunder and under the other Fundamental Documents, subject only to Permitted Liens. (c) Promptly undertake to deliver or cause to be delivered to Lender from time to time such other documentation, consents, authorizations and approvalsfully executed Mortgage, in form and substance reasonably satisfactory to Lender, as Lender or its counsel shall the Agent together with an A.L.T.A. lender's title insurance policy issued by a title insurer reasonably deem necessary or advisable to perfect or maintain the Liens (and security interests) of Lender contemplated hereby and pursuant satisfactory to the other Fundamental Documents. Agent, in form and substance and in an amount reasonably satisfactory to the 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, (dy) Without limiting then current A.L.T.A. surveys, certified to the generality Agent and the Lenders by a licensed surveyor sufficient to allow the issuer of the foregoing provisions of this Section 4.10lender'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, use commercially reasonable efforts in form and substance satisfactory to correct as soon as practicable, matters with respect to title concerning each Fee Property not otherwise permitted hereunderthe Agent.

Further Assurances; Security Interests. (a) Upon the request of Lenderthe Administrative 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 Borrower, 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 necessary in necessary, or requested by the reasonable judgment of Lender Administrative Agent or its counsel counsel, to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents. (b) Upon the request of LenderDocuments including, promptly execute and deliver or cause to be executed and delivered, at the cost and expense of Borrowerwithout limitation, such further agreements, documents or instruments as may be appropriate in the reasonable judgment of Lender the Administrative Agent or its counsel, to provide Lender the Collateral Trustee (or the Collateral Agent, if applicable) (for the benefit of the applicable Secured Parties) a perfected first priority Lien in the Collateral and (from and after to the First Amendment Effective Date) Inventory Collateral (subject to Permitted Liens)extent required by the terms hereof or any Fundamental Document, and any and all documents (including, without limitation, an amendment or supplement of any financing statement and a continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other Applicable Law of the United States or any other jurisdiction which Lender the Administrative Agent may deem reasonably necessary or reasonably advisable, and perform or cause to be performed such other ministerial acts which are reasonably necessary or reasonably advisable, from time to time, in order to grant grant, perfect and maintain in favor of Lender the Collateral Trustee (or the Collateral Agent, if applicable) (for the benefit of the applicable Secured Parties) the security interest in the Collateral and (from and after the First Amendment Effective Date) Inventory Collateral contemplated hereunder and under Lien on the other Mortgaged Real Property Assets to the extent required by the terms of any Fundamental DocumentsDocument, subject only to Permitted Liens. 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 Lender from time to time such other documentation, consents, authorizations and approvalslocated, in form and substance reasonably satisfactory to Lenderthe Administrative Agent). In the event any Credit Party is required to deliver any cash, Cash Equivalents or other security to the Collateral Agent as Lender provided in Section 2.4(h) or its counsel Section 2.5(h) hereof, such Credit Party agrees that it shall execute such agreements and other documents as the Collateral Agent shall reasonably deem necessary or advisable request in order to grant, perfect or and/or maintain the Liens (and security interests) of Lender contemplated hereby and pursuant to the other Fundamental Documents. (d) Without limiting the generality in favor of the foregoing provisions Collateral Agent (for the benefit of this 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 4.106.08 of the Security Agreement, use commercially reasonable efforts then, at the request of the Administrative Agent, such Credit Party shall promptly move such Collateral to correct as soon as practicable, matters with respect to title concerning each Fee Property not otherwise permitted hereundera 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 request of Lenderthe Administrative 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 Borrower, 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 necessary in necessary, or requested by the reasonable judgment of Lender Administrative Agent or its respective counsel at the written direction of the 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 Lenderthe Collateral 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 Borrower, such further agreements, documents or instruments as may be appropriate in the reasonable judgment of Lender or its counselappropriate, to provide Lender the Collateral Agent (for the benefit of the Loan Parties) a perfected first priority Lien in on the Collateral and any of the Real Property Assets (from excluding any Real Property Assets of any Foreign Subsidiary) that is a second priority perfected Lien subject only to the first priority perfected Lien on the Collateral and after any of the First Amendment Effective Date) Inventory Collateral (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 Liens)Encumbrances, and any and all documents (including, without limitation, an amendment or 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 Applicable Law of the United States or any other jurisdiction which Lender the Collateral Agent may deem reasonably necessary or advisablerequest pursuant to the written direction of the Required Lenders, and perform or cause to be performed such other ministerial acts which are reasonably 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 Lender the Collateral Agent (for the benefit of itself and the New Term Lenders) the security interest in the Collateral and (from and after the First Amendment Effective Date) Inventory Collateral Real Property Assets contemplated hereunder and under the other Fundamental Loan Documents, subject only to Permitted Liens. (c) Promptly undertake to deliver or cause to be delivered to Lender from time to time such other documentation, consents, authorizations and approvals, in form and substance reasonably satisfactory to Lender, as Lender or its counsel shall reasonably deem necessary or advisable to perfect or maintain the Liens (and security interests) of Lender contemplated hereby and pursuant to the other Fundamental DocumentsEncumbrances. (d) Without limiting Unless otherwise agreed by the generality of the foregoing provisions of this Section 4.10Required Lenders, use commercially reasonable efforts to correct as soon as practicableexclude from any contract to which it becomes a party, matters with respect provisions which prevent the creation of a security interest in the rights under such contract, and upon the request of the Collateral Agent, at the written direction of the Required Lenders, use commercially reasonable efforts to title concerning each Fee Property not otherwise permitted hereunderobtain 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 request of Lenderthe Administrative 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 Borrower, 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 necessary in necessary, or reasonably requested by the reasonable judgment of Lender Administrative Agent or its counsel 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 Lenderthe Administrative Agent, promptly execute and deliver or cause to be executed and delivered, at the cost and expense of the Borrower, such further agreements, documents or instruments as may be appropriate in the reasonable judgment of Lender the Administrative Agent or its counsel, to provide Lender the Administrative Agent (for the benefit of the Secured Parties) a first perfected first priority Lien in the Collateral and (from in the Real Property Assets to the extent required by the terms hereof and after the First Amendment Effective Date) Inventory Collateral (subject in each case to Permitted Liens)Encumbrances, and any and all documents (including, without limitation, an amendment or 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 Applicable Law of the United States or any other jurisdiction which Lender the Administrative Agent may deem reasonably necessary or reasonably advisable, and perform or cause to be performed such other ministerial acts which are reasonably necessary or reasonably advisable, from time to time, in order to grant grant, perfect and maintain in favor of Lender the Administrative Agent (for the benefit of the Secured Parties) its security interest in the Collateral and (from and after its Lien on the First Amendment Effective Date) Inventory Collateral contemplated hereunder and under Real Property Assets to the other Fundamental Documentsextent required by the terms of any Loan Document, subject only to Permitted LiensEncumbrances. (c) Promptly undertake In addition to the 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 the Administrative Agent, setting forth in sufficient detail for the filing of a Lien thereon, a description of such aircraft purchased or otherwise acquired and (ii) upon the request of the Administrative Agent, at the cost and expense of the Borrower, promptly execute and deliver or cause to be delivered to Lender from time to time such other documentation, consents, authorizations further agreements and approvals, documents (all in form and substance reasonably satisfactory to Lenderthe Administrative Agent) and take such action, as Lender may be necessary, or requested by the Administrative Agent or its counsel shall reasonably deem necessary or advisable counsel, to perfect or maintain the Liens (grant a first priority Lien and security interests) of Lender contemplated hereby and pursuant interest in such Aircraft to the other Fundamental Documents. Administrative Agent (d) Without limiting for the generality benefit of the foregoing provisions of this Section 4.10Secured Parties), use commercially reasonable efforts subject only to correct as soon as practicable, matters with respect to title concerning each Fee Property not otherwise permitted hereunderPermitted Encumbrances.

Further Assurances; Security Interests. (a) Upon the reasonable request of Lenderthe Administrative Agent, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of Borrowerthe Credit Parties, such further instruments as may be necessary or proper in the reasonable judgment of Lender or its counsel the Administrative Agent to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents. (b) Upon the reasonable request of Lenderthe Administrative Agent, (i) promptly execute and deliver or cause to be executed and delivered, at the cost and expense of Borrowerthe Credit Parties, such further instruments as may be appropriate necessary or proper in the reasonable judgment of Lender or its counselthe Administrative Agent, to provide Lender the Administrative Agent (for the benefit of the Secured Parties) a perfected first priority Lien in the Collateral and (from and after the First Amendment Effective Date) Inventory Pledged Collateral (subject to Permitted Liens), with the priority contemplated by Section 3.18 and any and all documents (including, without limitation, an the execution, amendment or supplement supplementation of any financing statement and a continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other Applicable Law of the United States or any other jurisdiction which Lender may deem reasonably necessary or advisableLaw, 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 Lender the security interest Administrative Agent (for the benefit of the Secured Parties) the Lien in the Collateral and the Pledged Collateral (from and after with the First Amendment Effective Datepriority contemplated by Section 3.18) Inventory Collateral 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 Liensthe Borrower may so execute such real estate security documentation. (c) Promptly undertake to deliver or cause to be delivered to Lender the Administrative Agent from time to time such other documentation, consents, authorizations and approvals, approvals in form and substance reasonably satisfactory to Lenderthe Administrative Agent, as Lender or its counsel the Administrative Agent shall deem reasonably deem necessary or advisable to perfect or maintain the Liens of the Administrative Agent (and security interests) for the benefit of Lender contemplated hereby and pursuant to the other Fundamental DocumentsSecured Parties). (d) Without limiting Not create any Lien on any assets of any Credit Party securing any obligations under the generality of Senior Loan Documents if these same assets are not subject to, and do not become subject to, a Lien securing the foregoing provisions of this Section 4.10, use commercially reasonable efforts to correct as soon as practicable, matters with respect to title concerning each Fee Property not otherwise permitted hereunderObligations.

Further Assurances; Security Interests. (a) Upon the request of Lenderthe Holders, the Obligors shall duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of Borrower, such further instruments as may be necessary in the reasonable judgment of Lender or its counsel to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents. (b) Upon the request of Lender, promptly execute and deliver or cause to be executed and delivered, at the cost and expense of BorrowerObligors, such further instruments as may be appropriate in the reasonable judgment of Lender the Holders to carry out the provisions and purposes of this Agreement and the other Note Documents. (b) Upon the request of the Agent, the Obligors shall promptly execute and deliver, or its counselcause 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 Lender the Agent for the benefit of the Agent and the Holders a perfected first priority Lien (junior only to the lien of the Fleet Facility) in the Collateral and (from and after the First Amendment Effective Date) Inventory Collateral (subject to Permitted Liens), and any and all documents (including, including without limitation, an the execution, amendment or supplement supplementation 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 statute, rule or regulation of the United States any applicable foreign, federal, state or any other jurisdiction which Lender may deem reasonably necessary or advisablelocal jurisdiction, and perform or cause to be performed such other ministerial acts which are reasonably necessary or advisablenecessary, from time to time, in order to grant and maintain in favor of Lender the Agent for the benefit of the Agent and the Holders the security interest in the Collateral and (from and after the First Amendment Effective Date) Inventory Collateral contemplated hereunder and under the other Fundamental Note Documents, subject only to Permitted Liens. (c) Promptly The Obligors shall promptly undertake to deliver or cause to be delivered to Lender the Holders from time to time such other documentation, consents, authorizations and approvals, approvals in form and substance reasonably satisfactory to Lenderthe Holders, as Lender or its counsel the Holders shall deem reasonably deem necessary or advisable to perfect or maintain the Liens (and security interests) of Lender contemplated hereby and pursuant to the other Fundamental DocumentsHolders. (d) Without limiting In the generality 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 foregoing 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 this Section 4.10the UCC and the rules and regulations thereunder, use commercially reasonable efforts or any other statute, rule or regulation of any applicable foreign, federal, state or local jurisdiction, and perform or cause to correct 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 soon as practicable, matters with respect to title concerning each Fee Property not otherwise permitted hereundercontemplated hereunder and under the other Note Documents.

Further Assurances; Security Interests. (a) Upon the request of Lenderthe Holders, the Obligors shall duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of Borrower, such further instruments as may be necessary in the reasonable judgment of Lender or its counsel to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents. (b) Upon the request of Lender, promptly execute and deliver or cause to be executed and delivered, at the cost and expense of BorrowerObligors, such further instruments as may be appropriate in the reasonable judgment of Lender the Holders to carry out the provisions and purposes of this Agreement and the other Transaction Documents. (b) Upon the request of the Agent, the Obligors shall promptly execute and deliver, or its counselcause 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 Lender the Agent for the benefit of the Agent and the Holders a perfected first priority Lien (junior only to the lien of the IBM Facility) in the Collateral and (from and after the First Amendment Effective Date) Inventory Collateral (subject to Permitted Liens), and any and all documents (including, including without limitation, an the execution, amendment or supplement supplementation 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 statute, rule or regulation of the United States any applicable foreign, federal, state or any other jurisdiction which Lender may deem reasonably necessary or advisablelocal jurisdiction, and perform or cause to be performed such other ministerial acts which are reasonably necessary or advisablenecessary, from time to time, in order to grant and maintain in favor of Lender the Agent for the benefit of the Agent and the Holders the security interest in the Collateral and (from and after the First Amendment Effective Date) Inventory Collateral contemplated hereunder and under the other Fundamental Transaction Documents, subject only to Permitted Liens. (c) Promptly The Obligors shall promptly undertake to deliver or cause to be delivered to Lender the Holders from time to time such other documentation, consents, authorizations and approvals, approvals in form and substance reasonably satisfactory to Lenderthe Holders, as Lender or its counsel the Holders shall deem reasonably deem necessary or advisable to perfect or maintain the Liens (and security interests) of Lender contemplated hereby and pursuant to the other Fundamental DocumentsHolders. (d) Without limiting In the generality 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 foregoing 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 this Section 4.10the UCC and the rules and regulations thereunder, use commercially reasonable efforts or any other statute, rule or regulation of any applicable foreign, federal, state or local jurisdiction, and perform or cause to correct 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 soon as practicable, matters with respect to title concerning each Fee Property not otherwise permitted hereundercontemplated hereunder and under the other Transaction Documents.

Further Assurances; Security Interests. (a) Upon the request of Lender, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of Borrower, such further instruments as may be necessary in the reasonable judgment of Lender or its counsel to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents. (b) Upon the request of Lender, promptly execute and deliver or cause to be executed and delivered, at the cost and expense of Borrower, such further instruments as may be appropriate in the reasonable judgment of Lender or its counsel, to provide Lender a perfected first priority Lien in the Collateral and (from and after the First Amendment Effective Date) Inventory Collateral (subject to Permitted Liens), and any and all documents (including, without limitation, an amendment or supplement of any financing statement and a continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other Applicable Law of the United States or any other jurisdiction which Lender may deem reasonably necessary or advisable, and perform or cause to be performed such other ministerial acts which are reasonably necessary or advisable, from time to time, in order to grant and maintain in favor of Lender the security interest in the Collateral and (from and after the First Amendment Effective Date) Inventory Collateral contemplated hereunder and under the other Fundamental Documents, subject only to Permitted Liens. (c) Promptly undertake to deliver or cause to be delivered to Lender from time to time such other documentation, consents, authorizations and approvals, in form and substance reasonably satisfactory to Lender, as Lender or its counsel shall reasonably deem necessary or advisable to perfect or maintain the Liens (and security interests) of Lender contemplated hereby and pursuant to the other Fundamental Documents. (d) Without limiting the generality of the foregoing provisions of this Section 4.10, use commercially reasonable efforts to correct as soon as practicable, matters with respect to title concerning each Fee Property not otherwise permitted hereunder.