Common use of Further Assurances; Security Interests Clause in Contracts

Further Assurances; Security Interests. (a) 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 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 in blank. In the event any Credit Party or any Domestic Subsidiary of any Credit Party acquires any real Property, within 30 days (or such longer period of time as the Agent may agree) after the closing of such acquisition, such Person shall execute and/or deliver, or cause to be executed and/or delivered, to the Agent, (x) a fully executed Mortgage, in form and substance reasonably satisfactory to the Agent together with an A.L.T.A. lender’s title insurance policy issued by a title insurer reasonably satisfactory to the 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, (y) then current A.L.T.A. surveys, certified to the Agent and the Lenders by a licensed surveyor sufficient to allow the issuer of the lender’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) Each Credit Party shall ensure that all written information, exhibits and reports furnished to Upon 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 request of the circumstances Holders, the Obligors shall duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Obligors, such further instruments as may be appropriate in which made, the reasonable judgment of the Holders to carry out the provisions and will promptly disclose to the Agent purposes of this Agreement 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 thereofother Transaction Documents. (b) Promptly upon Upon the request by of the Agent, the Credit Parties Obligors shall (andpromptly execute and deliver, subject or cause to be duly executed and delivered, at the limitations hereinafter set forthcost and expense of the Obligors, shall cause each such further instruments as may be appropriate in the reasonable judgment of their Subsidiaries to) take such additional actions as the Holders to provide 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, the Holders a security interest in, subject perfected Lien (junior only to the limitations hereinafter set forthlien of the IBM Facility) in the Collateral and any and all documents (including without limitation, all the execution, amendment or supplementation of such Subsidiary’s Property to secure such guaranty. Furthermore any financing statement and except as otherwise approved in writing by continuation statement or other statement) for filing under the Required Lendersprovisions of the UCC and the rules and regulations thereunder, each Credit Party shallor any other statute, rule or regulation of any applicable foreign, federal, state or local jurisdiction, and shall perform or cause each of its Domestic Subsidiaries toto be performed such other ministerial acts which are necessary, pledge all from time to time, in order to grant and maintain in favor 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, Agent for the benefit of the Agent and Lenders, the Holders the security interest in the Collateral contemplated hereunder and under the other Transaction Documents. (c) The Obligors shall promptly undertake to secure the Obligations. In connection with each pledge of Stock and Stock Equivalents, the Credit Parties shall deliver, deliver or cause to be delivered, delivered to the AgentHolders from time to time such other documentation, irrevocable proxies consents, authorizations and stock powers and/or assignments, as applicable, duly executed in blank. In the event any Credit Party or any Domestic Subsidiary of any Credit Party acquires any real Property, within 30 days (or such longer period of time as the Agent may agree) after the closing of such acquisition, such Person shall execute and/or deliver, or cause to be executed and/or delivered, to the Agent, (x) a fully executed Mortgage, approvals in form and substance reasonably satisfactory to the Agent together with an A.L.T.A. lender’s title insurance policy issued by a title insurer Holders, as the Holders shall deem reasonably satisfactory necessary or advisable to perfect or maintain the Liens of the Holders. (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 Agentcollateral 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 form and substance and in an amount reasonably satisfactory the reasonable judgment of the Holders to provide the Agent insuring that for the Mortgage is a valid and enforceable first priority Lien on the respective property, free and clear benefit of all defects, encumbrances and Liens, (y) then current A.L.T.A. surveys, certified to the Agent and the Lenders by Holders a licensed surveyor sufficient perfected Lien (junior only to allow the issuer lien of the lender’s title insurance policy 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 issue be performed such policy without a survey exception and (z) an environmental site assessment prepared by a qualified firm reasonably acceptable other ministerial acts which are necessary, from time to the Agenttime, in form order to grant and substance satisfactory to maintain in favor of the AgentAgent 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) Each Credit Party shall ensure that Upon the request of the 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 written information, exhibits Material Agreements of the Borrower and reports furnished 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 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 terms of the circumstances in 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 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 a Foreign Subsidiary is a party) set forth in the execution, acknowledgement or recordation thereofMaterial Agreements Schedule in favor of the Collateral Agent for the benefit of each of the New Term Lenders. (b) Promptly upon request by the Agent, the Credit Parties shall (and, subject 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 terms of the Collateral Documents any Intercreditor Agreement and upon the request of the Properties, rights Administrative Agent or interests covered by any of the Collateral Documents, (ii) to perfect and maintain Agent each at the validity, effectiveness and priority written direction 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 New Term Lenders and/or the other Secured Parties shall cause each of their Domestic Subsidiaries to guaranty (as applicable), at the Obligations cost and to cause each such Subsidiary to grant to the Agent, for the benefit expense of the Agent Borrower, duly execute 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 duly executed and delivered, to the Agentsuch further agreements, irrevocable proxies and stock powers and/or assignmentsdocuments, as applicableinstruments, duly executed consents, authorizations or approvals (in blank. In the event any Credit Party or any Domestic Subsidiary of any Credit Party acquires any real Property, within 30 days (or such longer period of time as the Agent may agree) after the closing of such acquisition, such Person shall execute and/or deliver, or cause to be executed and/or delivered, to the Agent, (x) a fully executed Mortgageeach case, in form and substance reasonably satisfactory to the Required Lenders), and take or cause to be taken such action, as may be necessary, or requested by the Administrative Agent together with an A.L.T.A. lender’s title insurance policy issued by 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 Loan 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). (c) Upon the request of the 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, to provide the Collateral Agent (for the benefit of the Loan Parties) a title insurer reasonably satisfactory to the 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 Collateral and clear any of all defects, encumbrances and Liens, the Real Property Assets (yexcluding any Real Property Assets of any Foreign Subsidiary) then current A.L.T.A. surveys, certified that is a second priority perfected Lien 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, an amendment or supplement of any financing statement, a continuation or other statement) for filing under the provisions of the UCC and the Lenders by a licensed surveyor sufficient to allow the issuer rules and regulations thereunder, or any other Applicable Law of the lender’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 United States or any other jurisdiction which the Collateral Agent may request pursuant to the written direction of the Required Lenders, and perform or cause to be performed such other acts which are requested by the Collateral Agent pursuant to the written direction of the Required Lenders, from time to time, in order to grant, perfect and maintain in favor of the 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 Loan Documents, subject only to Permitted Encumbrances. (d) Unless otherwise agreed by the Required Lenders, use commercially reasonable efforts to exclude from any contract to which it becomes a party, 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 obtain permission for the creation of a security interest in form favor of the Collateral Agent (for the benefit of itself and substance satisfactory to the AgentNew Term Lenders) in rights under any contract which by its terms prohibits the creation of such a security interest.

Further Assurances; Security Interests. (a) Each Credit Party shall ensure that all written informationUpon the request of the Agent, exhibits duly execute and reports furnished deliver, or cause to be duly executed and delivered, at the cost and expense of the Company, such further instruments as may be necessary in the reasonable judgment of the Agent or to carry out the Lenders do not provisions and will not contain any untrue statement purposes 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 this Agreement and the Lenders and correct any defect or error that may be discovered therein or in any other Loan Document or in the execution, acknowledgement or recordation thereofDocuments. (b) Promptly upon Upon the request by of the Agent, promptly execute and deliver or cause to be executed and delivered, at the cost and expense of the Credit Parties shall (andParties, subject to such further instruments as may be appropriate in the limitations hereinafter set forth, shall cause each reasonable judgment 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, to provide the Agent (for the benefit of the Agent and the Lenders) a first perfected Lien in the Collateral and any and all documents (including, a security interest inwithout limitation, subject to the limitations hereinafter set forthexecution, all amendment or supplementation of such Subsidiary’s Property to secure such guaranty. Furthermore any financing statement and except as otherwise approved in writing by continuation statement or other statement) for filing under the Required Lendersprovisions of the Uniform Commercial Code and the rules and regulations thereunder, each Credit Party shallor any other statute, rule or regulation of any applicable foreign, federal, state or local jurisdiction, and shall perform or cause each of its Domestic Subsidiaries toto be performed such other ministerial acts which are necessary, pledge all from time to time, in order to grant and maintain in favor of the Stock and Stock Equivalents of each of its Domestic Subsidiaries and First Tier Foreign Subsidiaries Agent (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 the Lenders) the security interest in the Collateral contemplated hereunder and under the other Loan Documents, subject only to secure the Obligations. In connection with each pledge of Stock and Stock Equivalents, the Credit Parties shall deliver, Permitted Liens. (c) Promptly undertake to deliver or cause to be delivered, delivered to the AgentAgent and the Lenders from time to time such other documentation, irrevocable proxies consents, waivers, authorizations and stock powers and/or assignments, as applicable, duly executed in blank. In approvals from existing creditors of the event any Credit Party or any Domestic Subsidiary of any Credit Party acquires any real Property, within 30 days (or such longer period of time as the Agent may agree) after the closing of such acquisition, such Person shall execute and/or deliver, or cause to be executed and/or delivered, to the Agent, (x) a fully executed Mortgage, Parties and from other Persons in form and substance reasonably satisfactory to the Agent together with an A.L.T.A. lender’s title insurance policy issued by a title insurer reasonably satisfactory to the Agent, in form and substance and in an amount reasonably satisfactory to as the Agent insuring that shall deem necessary or advisable to perfect or maintain the Mortgage is a valid and enforceable first priority Lien on Liens of the respective property, free and clear Agent for the benefit of all defects, encumbrances and Liens, (y) then current A.L.T.A. surveys, certified to the Agent and the Lenders Lenders. (d) Promptly take any action requested by a licensed surveyor sufficient the Agent in order to allow amend certain existing UCC-1 financing statements to correct the issuer descriptions of the lender’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 Agentcollateral defined therein.

Further Assurances; Security Interests. (a) 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 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 '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 's outstanding voting Stock and Stock Equivalents and one hundred percent (100%) of such Foreign Subsidiary’s '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 in blank. In the event any Credit Party or any Domestic Subsidiary of any Credit Party acquires any real Property, within 30 days (or such longer period of time as the Agent may agree) after the closing of such acquisition, such Person shall execute and/or deliver, or cause to be executed and/or delivered, to the Agent, (x) a fully executed Mortgage, in form and substance reasonably satisfactory to the Agent together with an A.L.T.A. lender’s 's title insurance policy issued by a title insurer reasonably satisfactory to the 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, (y) then current A.L.T.A. surveys, certified to the Agent and the Lenders by a licensed surveyor sufficient to allow the issuer of the lender’s '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) Each Credit Party shall ensure that all written information, exhibits and reports furnished to Upon the Agent or the Lenders do not and will not contain any untrue statement request 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 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 duly execute 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 duly executed and delivered, to at the cost and expense of the Borrower, such further instruments as may be necessary or proper, in the reasonable judgment of the Agent, irrevocable proxies and stock powers and/or assignments, as applicable, duly executed in blank. In the event any Credit Party or any Domestic Subsidiary of any Credit Party acquires any real Property, within 30 days (or such longer period of time as to provide the Agent may agree(for the benefit of itself, the Issuing Bank and the Lenders) after a perfected Lien in the closing Collateral and to carry out the provisions and purposes of such acquisitionthis Agreement and the other Fundamental Documents. (b) Upon the request of the Agent, such Person shall promptly perform or cause to be performed any and all acts and execute and/or deliver, or cause to be executed and/or deliveredany and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable foreign, federal, state or local jurisdiction, which are necessary or advisable, from time to the Agent, (x) a fully executed Mortgagetime, in form order to grant and substance reasonably satisfactory to maintain in favor of the Agent together with an A.L.T.A. lender’s title insurance policy issued by a title insurer reasonably satisfactory to for the Agentratable benefit of itself, 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, (y) then current A.L.T.A. surveys, certified to the Agent Issuing Bank and the Lenders by a licensed surveyor sufficient 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 allow the issuer of the lender’s title insurance policy Permitted Encumbrances. -58- 67 (c) Promptly undertake to issue such policy without a survey exception and (z) an environmental site assessment prepared by a qualified firm reasonably acceptable deliver or cause to be delivered to the AgentLenders from time to time such other documentation, consents, authorizations and approvals in form and substance satisfactory to the Agent, as the Agent shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Agent for the benefit of itself, the Issuing Bank and the Lenders. (d) In furtherance (and not in limitation) of the foregoing, the Credit Parties shall, as soon as practicable, take any and all such actions as may be reasonably necessary or appropriate (or as may be reasonably requested by the Agent) to clarify the chain of title for any items of Product in the HEDC Library so as to ensure that the Credit Parties may realize the economic value therein which is intended to be conveyed pursuant to the HEDC Purchase Agreement, including (without limitation) by duly recording in the United States Copyright Office, in the name of Crown Media Distribution, LLC (or such other Credit Party as may be reasonably acceptable to the Agent), ownership of rights in and to each of the items of Product included in the HEDC Library (to the 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) Each Credit Party shall ensure that all written information, exhibits and reports furnished to Upon 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 request of the circumstances Holders, the Obligors shall duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Obligors, such further instruments as may be appropriate in which made, the reasonable judgment of the Holders to carry out the provisions and will promptly disclose to the Agent purposes of this Agreement 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 thereofother Note Documents. (b) Promptly upon Upon the request by of the Agent, the Credit Parties Obligors shall (andpromptly execute and deliver, subject or cause to be duly executed and delivered, at the limitations hereinafter set forthcost and expense of the Obligors, shall cause each such further instruments as may be appropriate in the reasonable judgment of their Subsidiaries to) take such additional actions as the Holders to provide 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, the Holders a security interest in, subject perfected Lien (junior only to the limitations hereinafter set forthlien of the Fleet Facility) in the Collateral and any and all documents (including without limitation, all the execution, amendment or supplementation of such Subsidiary’s Property to secure such guaranty. Furthermore any financing statement and except as otherwise approved in writing by continuation statement or other statement) for filing under the Required Lendersprovisions of the UCC and the rules and regulations thereunder, each Credit Party shallor any other statute, rule or regulation of any applicable foreign, federal, state or local jurisdiction, and shall perform or cause each of its Domestic Subsidiaries toto be performed such other ministerial acts which are necessary, pledge all from time to time, in order to grant and maintain in favor 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, Agent for the benefit of the Agent and Lenders, the Holders the security interest in the Collateral contemplated hereunder and under the other Note Documents. (c) The Obligors shall promptly undertake to secure the Obligations. In connection with each pledge of Stock and Stock Equivalents, the Credit Parties shall deliver, deliver or cause to be delivered, delivered to the AgentHolders from time to time such other documentation, irrevocable proxies consents, authorizations and stock powers and/or assignments, as applicable, duly executed in blank. In the event any Credit Party or any Domestic Subsidiary of any Credit Party acquires any real Property, within 30 days (or such longer period of time as the Agent may agree) after the closing of such acquisition, such Person shall execute and/or deliver, or cause to be executed and/or delivered, to the Agent, (x) a fully executed Mortgage, approvals in form and substance reasonably satisfactory to the Agent together with an A.L.T.A. lender’s title insurance policy issued by a title insurer Holders, as the Holders shall deem reasonably satisfactory necessary or advisable to perfect or maintain the Liens of the Holders. (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 Agentcollateral 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 form and substance and in an amount reasonably satisfactory the reasonable judgment of the Holders to provide the Agent insuring that for the Mortgage is a valid and enforceable first priority Lien on the respective property, free and clear benefit of all defects, encumbrances and Liens, (y) then current A.L.T.A. surveys, certified to the Agent and the Lenders by Holders a licensed surveyor sufficient perfected Lien (junior only to allow the issuer lien of the lender’s title insurance policy 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 issue be performed such policy without a survey exception and (z) an environmental site assessment prepared by a qualified firm reasonably acceptable other ministerial acts which are necessary, from time to the Agenttime, in form order to grant and substance satisfactory to maintain in favor of the AgentAgent 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) Each Credit Party shall ensure that all written information, exhibits and reports furnished to Upon the Agent or the Lenders do not and will not contain any untrue statement request 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 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 duly execute 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 duly executed and delivered, to at the cost and expense of the Borrower, such further instruments as may be necessary or proper, in the reasonable judgment of the Agent, irrevocable proxies to carry out the provisions and stock powers and/or assignmentspurposes of this Agreement and the other Fundamental Documents, as applicableand to do, duly executed all things necessary or proper, in blank. In the event 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 Credit Party or any Domestic Subsidiary portion of any Credit Party acquires any real Propertyof the foregoing. (b) Upon the request of the Agent, within 30 days (or such longer period of time as the Agent may agree) after the closing of such acquisition, such Person shall execute and/or deliver, promptly perform or cause to be executed and/or deliveredperformed any and all acts and execute or cause to be executed, to at the cost and expense of Borrower, any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable foreign, federal, state or local jurisdiction, which are necessary or advisable in the judgment of the Agent, from time to time, in order to grant and maintain in favor of the Agent for the benefit of the Lenders as beneficiaries thereof the perfected security interest in the Collateral contemplated by the Fundamental Documents and a pledge of the Pledged Securities of the Credit Parties as provided for in the Pledge Agreements and to carry out the provisions and purposes of the Fundamental Documents. (xc) a fully executed MortgagePromptly deliver or cause to be delivered to the Lenders from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably satisfactory to the Agent together with an A.L.T.A. lender’s title insurance policy issued by a title insurer reasonably satisfactory to the Agent, in form as the Agent shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Agent for the benefit of the Lenders. (d) With respect to each Distribution Agreement relating to Product produced or acquired after the date hereof, as promptly as practicable execute and substance cause each party thereto to duly execute and in an amount reasonably satisfactory deliver to the Agent insuring that the Mortgage is a valid an original Notice of Assignment and enforceable first priority Lien Irrevocable Instructions. (e) With respect to each Distribution Agreement relating to Product on the respective property, free 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 clear of all defects, encumbrances cause each party thereto to duly execute and Liens, (y) then current A.L.T.A. surveys, certified deliver to the Agent an original Notice of Assignment and the Lenders by a licensed surveyor sufficient to allow the issuer of the lender’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 AgentIrrevocable Instructions.

Further Assurances; Security Interests. (a) Each Credit Party shall ensure that all written information, exhibits and reports furnished to Upon 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 request 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 Administrative Agent, at 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 cost and expense of the Collateral Documents any of the PropertiesBorrower, rights or interests covered by any of the Collateral Documents, (ii) to perfect duly execute 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 duly executed and delivered, to the Agentsuch further agreements, irrevocable proxies and stock powers and/or assignmentsdocuments, as applicableinstruments, duly executed in blank. In the event any Credit Party consents, authorizations or any Domestic Subsidiary of any Credit Party acquires any real Property, within 30 days approvals (or such longer period of time as the Agent may agree) after the closing of such acquisition, such Person shall execute and/or deliver, or cause to be executed and/or delivered, to the Agent, (x) a fully executed Mortgage, in form and substance reasonably satisfactory to the Administrative Agent), and take or cause to be taken such action, as may be necessary, or reasonably requested by the Administrative Agent together with or its counsel, to carry out the provisions and purposes of this Credit Agreement and the other Loan 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 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 the Administrative Agent or its counsel, to provide the 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, an A.L.T.A. lender’s title insurance policy issued amendment or supplement of any financing statement, a continuation or other statement) for filing under the provisions of the Uniform Commercial Code and the rules and regulations thereunder, or any other Applicable Law of the United States or any other jurisdiction which the Administrative Agent may deem necessary or reasonably advisable, and perform or cause to be performed such other acts which are necessary or reasonably advisable, from time to time, in order to grant, perfect and maintain in favor of the Administrative Agent (for the benefit of the Secured Parties) its security interest in the Collateral and its Lien on the Real Property Assets to the extent required by the terms of any Loan Document, subject only to Permitted Encumbrances. (c) 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 title insurer 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 such further agreements and documents (all in form and substance reasonably satisfactory to the Administrative Agent) and take such action, in form and substance and in an amount reasonably satisfactory as may be necessary, or requested by the Administrative Agent or its counsel, to the Agent insuring that the Mortgage is grant 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 security interest in such Aircraft to the Administrative Agent and (for the Lenders by a licensed surveyor sufficient to allow the issuer benefit of the lender’s title insurance policy Secured Parties), subject only 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 AgentPermitted Encumbrances.

Further Assurances; Security Interests. (a) Each Credit Party shall ensure that all written information, exhibits and reports furnished to Upon 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 request 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 Administrative Agent, at the Credit Parties shall (andcost and expense of RRI, 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 duly execute 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 duly executed and delivered, to the Agentsuch further agreements, irrevocable proxies and stock powers and/or assignmentsdocuments, as applicableinstruments, duly executed in blank. In the event any Credit Party consents, authorizations or any Domestic Subsidiary of any Credit Party acquires any real Property, within 30 days approvals (or such longer period of time as the Agent may agree) after the closing of such acquisition, such Person shall execute and/or deliver, or cause to be executed and/or delivered, to the Agent, (x) a fully executed Mortgage, in form and substance reasonably satisfactory to the Administrative Agent), and take or cause to be taken such action, as may be necessary, or requested by the Administrative Agent together with an A.L.T.A. lender’s title insurance policy issued by or its counsel, to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents including, without limitation, such further agreements, documents or instruments as may be appropriate in the reasonable judgment of the Administrative Agent or its counsel, to provide the Collateral Trustee (or the Collateral Agent, if applicable) (for the benefit of the applicable Secured Parties) a title insurer reasonably satisfactory perfected Lien in the Collateral to the extent required by the terms hereof or any Fundamental Document, and any and all documents for filing under the provisions of any Applicable Law of the United States or any other jurisdiction which the Administrative Agent may deem necessary or reasonably advisable, and perform or cause to be performed such other acts which are necessary or reasonably advisable, from time to time, in order to grant, perfect and maintain in favor of the Collateral Trustee (or the Collateral Agent, if applicable) (for the benefit of the applicable Secured Parties) the security interest in form the Collateral 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, (y) then current A.L.T.A. surveys, certified Mortgaged Real Property Assets to the Agent extent required by the terms of any Fundamental Document, subject only to Permitted Encumbrances (such further assurances to include, without limitation, using all commercially reasonable efforts to obtain waivers from mortgagees, landlords and the Lenders by any other Person who has possession of or any interest in any Collateral with a licensed surveyor sufficient to allow the issuer value in excess of the lender’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$15,000,000 or any real property on which any Collateral may be located, in form and substance satisfactory to the Administrative 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 Collateral Agent shall reasonably request in order to grant, perfect and/or maintain in favor of the Collateral 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."