Common use of Further Assurances; Security Interests Clause in Contracts

Further Assurances; Security Interests. (a) Upon the request of the Agent, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Borrower, such further instruments as may be necessary or proper, in the reasonable judgment of the Agent, to carry out the provisions and purposes of this Agreement and the other Fundamental Documents, and to do, all things necessary or proper, in the reasonable judgment of the Agent, to provide, perfect or preserve the Liens hereunder and under the Fundamental Documents, and in the Collateral, the Pledged Securities and any portion of any of the foregoing. (b) Upon the request of the Agent, promptly perform or cause to be performed any and all acts and execute or cause to be executed, 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. (c) Promptly 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, 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 cause each party thereto to duly execute and deliver to the Agent an original Notice of Assignment and Irrevocable Instructions. (e) With respect to each Distribution Agreement relating to Product on Schedule 3.18(a) or Schedule 3.18(b) (other than Distribution Agreements giving rise to Eligible Receivables) use commercially reasonable efforts to execute and cause each party thereto to duly execute and deliver to the Agent an original Notice of Assignment and Irrevocable Instructions.

Further Assurances; Security Interests. (a) Upon the request of the Agent, Borrower shall duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Borrower, such further instruments as may be necessary or proper, in the reasonable judgment of the delivered to Agent, to carry out the provisions and purposes of this Agreement and the other Fundamental Documents, and to do, all things necessary or proper, in the reasonable judgment of the Agent, to provide, perfect or preserve the Liens hereunder and under the Fundamental Documents, and in the Collateral, the Pledged Securities and any portion of any of the foregoing. (b) Upon the request of the Agent, promptly perform or cause to be performed any and all acts and execute or cause to be executed, at the cost and expense of Borrower, such further instruments and do and cause to be done such further acts as may be necessary or proper in the reasonable opinion of Agent or its counsel to carry out more effectively the provisions and purposes of this Agreement or any other Loan Document. Upon the request of Agent, Borrower shall 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 Agent or its counsel, to provide Agent for the benefit of the Lenders (i) a first perfected Lien in each of the Select Real Property Assets, subject only to the Permitted Encumbrances, and (ii) a perfected Lien in the other Collateral subject only to the Permitted Encumbrances and any Lien which is not prohibited under the Senior Facility, and any and all documents (including, without limitation, the execution, an amendment or supplementation supplement of any financing statement and a continuation statement or other statement) for filing under the provisions of the UCC Code and the rules and regulations thereunder, or any other statuteapplicable law of the United States or any other jurisdiction which Agent may deem reasonably necessary or advisable, rule and perform or regulation of any applicable foreign, federal, state or local jurisdiction, cause to be performed such other ministerial acts which are reasonably necessary or advisable in the judgment of the Agentadvisable, 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 hereunder and under the Fundamental Documents and a pledge of the Pledged Securities of the Credit Parties as provided for in the Pledge Agreements and other Loan Documents. Borrower shall promptly undertake to carry out the provisions and purposes of the Fundamental Documents. (c) Promptly deliver or cause to be delivered to the Lenders Agent from time to time such other documentation, consents, authorizations and approvals approvals, in form and substance reasonably satisfactory to the Agent, as the Agent or its counsel 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 cause each party thereto to duly execute and deliver to the Agent an original Notice of Assignment and Irrevocable Instructions. (e) With respect to each Distribution Agreement relating to Product on Schedule 3.18(a) or Schedule 3.18(b) (other than Distribution Agreements giving rise to Eligible Receivables) use commercially reasonable efforts to execute and cause each party thereto to duly execute and deliver to the Agent an original Notice of Assignment and Irrevocable Instructions.

Further Assurances; Security Interests. (a) Upon the request of either of the AgentAgents, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the BorrowerCredit Parties, such further instruments as may be necessary or proper, in the reasonable judgment of the Agent, such Agent or its counsel to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents, and to do, all things necessary or proper, in the reasonable judgment of the Agent, to provide, perfect or preserve the Liens hereunder and under the Fundamental Documents, and in the Collateral, the Pledged Securities and any portion of any of the foregoing. (b) Upon the request of the Collateral Agent, promptly perform execute and deliver or cause to be performed any executed and all acts and execute or cause to be executeddelivered, at the cost and expense of Borrowerthe Credit Parties, such further instruments as may be appropriate in the reasonable judgment of the Collateral Agent or its counsel, to provide the Collateral Agent for the benefit of the Secured Parties a first perfected Lien in the Collateral and all the Real Property Assets, and any and all documents (including, without limitation, the execution, an amendment or supplementation supplement of any financing statement and a continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other statuteApplicable Law of the United States or any other jurisdiction which either Agent may deem reasonably necessary or advisable, rule and perform or regulation of any applicable foreign, federal, state or local jurisdiction, cause to be performed such other ministerial acts which are reasonably necessary or advisable in the judgment of the Agentadvisable, from time to time, in order to grant and maintain in favor of the Collateral Agent for the benefit of the Lenders as beneficiaries thereof Secured Parties the perfected security interest in the Collateral and the Real Property Assets contemplated by hereunder and under 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 other Fundamental Documents, subject only to Permitted Liens. (c) Promptly undertake to deliver or cause to be delivered to the Lenders Collateral Agent from time to time such other documentation, consents, authorizations and approvals approvals, in form and substance reasonably satisfactory to the Collateral Agent, as the Collateral Agent or its counsel shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Collateral Agent for the benefit of the LendersSecured Parties including, without limitation, updated copies of Schedule A and Schedule B to the Trademark Security Agreement or the Patent Security Agreement, respectively, at the end of any fiscal quarter in which a Credit Party applies for the registration of, registers or otherwise acquires any Patent or Trademark (as applicable) not listed on Schedule A to the relevant Agreement or any Patent license or Trademark license (as applicable) not listed on Schedule B to the relevant Agreement. (d) With respect to each Distribution Agreement relating to Product produced or acquired after Without limiting the date hereofgenerality of the foregoing provisions of this Section 5.10, as promptly as practicable execute and cause each party thereto to duly execute and deliver to the Agent an original Notice of Assignment and Irrevocable Instructions. (e) With respect to each Distribution Agreement relating to Product on Schedule 3.18(a) or Schedule 3.18(b) (other than Distribution Agreements giving rise to Eligible Receivables) use commercially reasonable efforts to execute and cause each party thereto correct as soon as practicable, matters with respect to duly execute and deliver to title concerning the Agent an original Notice of Assignment and Irrevocable Instructionsproperties set forth on Schedule 3.10(a) hereto.

Further Assurances; Security Interests. (a) Upon the reasonable request of the Administrative Agent, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the BorrowerCredit Parties, such further instruments as may be necessary or proper, proper in the reasonable judgment of the Agent, Administrative Agent to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents, and to do, all things necessary or proper, in the reasonable judgment of the Agent, to provide, perfect or preserve the Liens hereunder and under the Fundamental Documents, and in the Collateral, the Pledged Securities and any portion of any of the foregoing. (b) Upon the reasonable request of the Administrative Agent, (i) promptly perform execute and deliver or cause to be performed any executed and all acts and execute or cause to be executeddelivered, at the cost and expense of Borrowerthe Credit Parties, such further instruments as may be necessary or proper in the reasonable judgment of the Administrative Agent, to provide the Administrative Agent (for the benefit of the Secured Parties) a perfected Lien in the Collateral and the Pledged Collateral with the priority contemplated by Section 3.18 and any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other statuteApplicable Law, rule and (ii) perform or regulation of any applicable foreign, federal, state or local jurisdiction, cause to be performed such other acts which are reasonably necessary or advisable in the judgment of the Agentadvisable, from time to time, in order to grant and maintain in favor of the Administrative Agent (for the benefit of the Lenders as beneficiaries thereof Secured Parties) the perfected security interest Lien in the Collateral and the Pledged Collateral (with the priority contemplated by Section 3.18) contemplated hereunder and under the other Fundamental Documents. The Administrative Agent or Borrower will give at least forty-five (45) days prior written notice to the Secured Parties prior to any Credit Party being required to execute or deliver any real estate mortgage or other real-estate specific security document in accordance with the Fundamental Documents and a pledge of upon confirmation from all Secured Parties that flood insurance due diligence and flood insurance compliance has been completed, 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 DocumentsBorrower may so execute such real estate security documentation. (c) Promptly undertake to deliver or cause to be delivered to the Lenders Administrative Agent from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Administrative Agent (for the benefit of the LendersSecured Parties). (d) With respect to each Distribution Not create any Lien on any assets of any Credit Party securing any obligations under the Seer P&A Facility Credit Agreement relating to Product produced or acquired after the date hereofSubordinated Loan Agreement if these same assets are not subject to, as promptly as practicable execute and cause each party thereto to duly execute and deliver to do not become subject to, a Lien securing the Agent an original Notice of Assignment and Irrevocable InstructionsObligations. (e) With respect to each Distribution Agreement relating to Product on Schedule 3.18(a) or Schedule 3.18(b) (other than Distribution Agreements giving rise to Eligible Receivables) use commercially reasonable efforts to execute and cause each party thereto to duly execute and deliver to the Agent an original Notice of Assignment and Irrevocable Instructions.

Further Assurances; Security Interests. (a) Upon the request of the Administrative Agent, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the BorrowerCredit Parties, such further instruments as may be necessary or proper, in the reasonable judgment of the Agent, Administrative Agent or its counsel to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents, and to do, all things necessary or proper, in the reasonable judgment of the Agent, to provide, perfect or preserve the Liens hereunder and under the Fundamental Documents, and in the Collateral, the Pledged Securities and any portion of any of the foregoing. (b) Upon the request of the Administrative Agent, promptly perform execute and deliver or cause to be performed any executed and all acts and execute or cause to be executeddelivered, at the cost and expense of Borrowerthe Credit Parties, such further 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 all the Mortgaged Properties, and any and all documents (including, without limitation, the execution, an amendment or supplementation of any financing statement and statement, a continuation statement or other statement) for filing under the provisions of the UCC Uniform Commercial Code and the rules and regulations thereunder, or any other statuteApplicable Law of the United States or any other jurisdiction which the Administrative Agent may deem reasonably necessary or advisable, rule and perform or regulation of any applicable foreign, federal, state or local jurisdiction, cause to be performed such other ministerial acts which are reasonably necessary or advisable in the judgment of the Agentadvisable, from time to time, in order to grant and maintain in favor of the Administrative Agent for the benefit of the Lenders as beneficiaries thereof Secured Parties the perfected security interest in the Collateral and the Mortgaged Properties contemplated by hereunder and under 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 other Fundamental Documents, subject only to Permitted Encumbrances. (c) Promptly undertake to deliver or cause to be delivered to the Administrative Agent, the Lenders or the other Secured Parties (as applicable) from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent or its counsel shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Administrative Agent for the benefit of the LendersSecured Parties. (d) With respect to each Distribution Agreement relating to Product produced or acquired after Without limiting the date hereofgenerality of the foregoing provisions of this Section 5.11, as promptly as practicable execute and cause each party thereto to duly execute and deliver to the Agent an original Notice of Assignment and Irrevocable Instructions. (e) With respect to each Distribution Agreement relating to Product on Schedule 3.18(a) or Schedule 3.18(b) (other than Distribution Agreements giving rise to Eligible Receivables) use commercially reasonable efforts to execute and cause each party thereto correct as soon as practicable, matters with respect to duly execute and deliver to title concerning the Agent an original Notice of Assignment and Irrevocable Instructionsproperties set forth on Schedule 3.10 hereto.

Further Assurances; Security Interests. (a) Upon the request of the AgentLender, duly promptly execute and deliver, deliver or cause to be duly executed and delivered, at the cost and expense of the BorrowerCredit Parties, such further instruments as may be necessary or proper, appropriate in the reasonable judgment of the AgentLender, to carry out provide the provisions and purposes of this Agreement and the other Fundamental Documents, and to do, all things necessary or proper, Lender a second priority perfected Lien in the reasonable judgment of the Agent, to provide, perfect or preserve Collateral (except for those Permitted Encumbrances that have priority over the Liens hereunder granted pursuant to this Credit Agreement) and under the Fundamental Documents, and in the Collateral, the Pledged Securities and any portion of any of the foregoing. (b) Upon the request of the Agent, promptly perform or cause to be performed any and all acts and execute or cause to be executed, 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 statementstatement and the filing of termination statements for each of the Liens indicated on Schedule 6.2 of the JPM Credit Agreement for which the underlying obligation is no longer outstanding) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other statuteApplicable Law, rule and perform or regulation of any applicable foreign, federal, state or local jurisdiction, cause to be performed such other ministerial acts which are reasonably necessary or advisable in the judgment of the Agentadvisable, from time to time, in order to grant and maintain in favor of the Agent for Lender the benefit of the Lenders as beneficiaries thereof the perfected security interest in the Collateral contemplated by hereunder and under 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 other Fundamental Documents, subject only to Permitted Encumbrances. (cb) Promptly undertake to deliver or cause to be delivered to the Lenders Lender from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably satisfactory to the Agent, Lender as the Agent Lender shall deem reasonably necessary or advisable to perfect or maintain the Liens in the Collateral of the Agent for the benefit of the LendersLender. (d) With respect to each Distribution Agreement relating to Product produced or acquired after the date hereof, as promptly as practicable execute and cause each party thereto to duly execute and deliver to the Agent an original Notice of Assignment and Irrevocable Instructions. (e) With respect to each Distribution Agreement relating to Product on Schedule 3.18(a) or Schedule 3.18(b) (other than Distribution Agreements giving rise to Eligible Receivables) use commercially reasonable efforts to execute and cause each party thereto to duly execute and deliver to the Agent an original Notice of Assignment and Irrevocable Instructions.

Further Assurances; Security Interests. (a) Upon the request of the AgentCollateral Agent (acting at the direction of the Required Lenders), duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the Borrower, such further instruments as may be necessary or proper, desirable in the reasonable judgment of the Agent, Required Lenders to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents, and to do, all things necessary or proper, in the reasonable judgment of the Agent, to provide, perfect or preserve the Liens hereunder and under the Fundamental Documents, and in the Collateral, the Pledged Securities and any portion of any of the foregoing. (b) Upon the request of the AgentCollateral Agent (acting at the direction of the Required Lenders), promptly perform execute and deliver or cause to be performed any executed and all acts and execute or cause to be executeddelivered, at the cost and expense of the Borrower, such further instruments as may be appropriate in the reasonable judgment of the Required Lenders, to provide the Collateral Agent for the benefit of the Secured Parties a first perfected Lien in the Collateral (subject to Permitted Encumbrances) and any and all documents (including, without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other statuteApplicable Law, rule and perform or regulation of any applicable foreign, federal, state or local jurisdiction, cause to be performed such other ministerial acts which are reasonably necessary or advisable in the judgment of the Agentadvisable, from time to time, in order to grant and maintain in favor of the Collateral Agent for the benefit of the Lenders as beneficiaries thereof Secured Parties the perfected security interest in the Collateral contemplated by hereunder and under 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 other Fundamental Documents, subject only to Permitted Encumbrances. (c) Promptly undertake to deliver or cause to be delivered to the Lenders Collateral Agent from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably satisfactory to the AgentRequired Lenders, as the Agent Required Lenders shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Collateral Agent for the benefit of the LendersSecured Parties. (d) With respect to each Distribution Agreement relating to Product produced or acquired after the date hereof, as promptly as practicable execute and cause each party thereto to duly execute and deliver to the Agent an original Notice of Assignment and Irrevocable Instructions. (e) With respect to each Distribution Agreement relating to Product on Schedule 3.18(a) or Schedule 3.18(b) (other than Distribution Agreements giving rise to Eligible Receivables) use commercially reasonable efforts to execute and cause each party thereto to duly execute and deliver to the Agent an original Notice of Assignment and Irrevocable Instructions.

Further Assurances; Security Interests. (a) Upon the request of any of the AgentAgents, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the BorrowerCredit Parties, such further instruments as may be necessary or proper, in the reasonable judgment of the Agent, such Agent or its counsel to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents, and to do, all things necessary or proper, in the reasonable judgment of the Agent, to provide, perfect or preserve the Liens hereunder and under the Fundamental Documents, and in the Collateral, the Pledged Securities and any portion of any of the foregoing. (b) Upon the request of the Collateral Agent, promptly perform execute and deliver or cause to be performed any executed and all acts and execute or cause to be executeddelivered, at the cost and expense of Borrowerthe Credit Parties, such further instruments as may be appropriate in the reasonable judgment of such Agent or its counsel, to provide the Collateral Agent for the benefit of the Secured Parties a first perfected Lien in the Collateral and all the Real Property Assets, and any and all documents (including, without limitation, the execution, an amendment or supplementation supplement of any financing statement and a continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other statuteApplicable Law of the United States or any other jurisdiction which any Agent may deem reasonably necessary or advisable, rule and perform or regulation of any applicable foreign, federal, state or local jurisdiction, cause to be performed such other ministerial acts which are reasonably necessary or advisable in the judgment of the Agentadvisable, from time to time, in order to grant and maintain in favor of the Collateral Agent for the benefit of the Lenders as beneficiaries thereof Secured Parties the perfected security interest in the Collateral and the Real Property Assets contemplated by hereunder and under 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 other Fundamental Documents, subject only to Permitted Liens. (c) Promptly undertake to deliver or cause to be delivered to the Lenders Collateral Agent from time to time such other documentation, consents, authorizations and approvals approvals, in form and substance reasonably satisfactory to the Collateral Agent, as the Collateral Agent or its counsel shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Collateral Agent for the benefit of the LendersSecured Parties. (d) With respect to each Distribution Agreement relating to Product produced or acquired after Without limiting the date hereofgenerality of the foregoing provisions of this Section 5.10, as promptly as practicable execute and cause each party thereto to duly execute and deliver to the Agent an original Notice of Assignment and Irrevocable Instructions. (e) With respect to each Distribution Agreement relating to Product on Schedule 3.18(a) or Schedule 3.18(b) (other than Distribution Agreements giving rise to Eligible Receivables) use commercially reasonable efforts to execute and cause each party thereto correct as soon as practicable, matters with respect to duly execute and deliver to title concerning the Agent an original Notice of Assignment and Irrevocable Instructionsproperties set forth on Schedule 3.10(a) hereto.

Further Assurances; Security Interests. (a) Upon the request of the AgentPurchaser, the Obligors shall duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the BorrowerObligors, such further instruments as may be necessary or proper, appropriate in the reasonable judgment of the Agent, Purchaser to carry out the provisions and purposes of this Agreement and the other Fundamental Note Documents, and to do, all things necessary or proper, in the reasonable judgment of the Agent, to provide, perfect or preserve the Liens hereunder and under the Fundamental Documents, and in the Collateral, the Pledged Securities and any portion of any of the foregoing. (b) Upon the request of the AgentPurchaser, the Obligors shall promptly perform execute and deliver, or cause to be performed any duly executed and all acts and execute or cause to be executeddelivered, at the cost and expense of Borrowerthe Obligors, such further instruments as may be appropriate in the reasonable judgment of the Purchaser to provide the Collateral Agent, on behalf of Purchasers, a perfected Lien in the Collateral (subject to the prior lien of the Senior Debt) and any and all documents (including, including without limitation, the execution, amendment or supplementation of any financing statement and continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other statute, rule or regulation of any applicable foreign, federal, state or local jurisdiction, and perform or cause to be performed such other ministerial acts which are necessary or advisable in the judgment of the Agentnecessary, from time to time, in order to grant and maintain in favor of the Agent for Collateral Agent, on behalf of Purchasers, the benefit of the Lenders as beneficiaries thereof the perfected security interest in the Collateral contemplated by hereunder and under 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 other Note Documents.. [EXECUTION COPY] (c) Promptly The Obligors shall promptly undertake to deliver or cause to be delivered to the Lenders Purchaser from time to time such other documentation, consents, bank acknowledgments, partnership acknowledgments and consents, authorizations and approvals in form and substance reasonably satisfactory to the AgentPurchaser, as the Agent Purchaser shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Agent for the benefit Collateral Agent, on behalf of the LendersPurchasers. (d) With respect to each Distribution Agreement relating to Product produced or acquired after the date hereof, as promptly as practicable execute and cause each party thereto to duly execute and deliver to the Agent an original Notice of Assignment and Irrevocable Instructions. (e) With respect to each Distribution Agreement relating to Product on Schedule 3.18(a) or Schedule 3.18(b) (other than Distribution Agreements giving rise to Eligible Receivables) use commercially reasonable efforts to execute and cause each party thereto to duly execute and deliver to the Agent an original Notice of Assignment and Irrevocable Instructions.

Further Assurances; Security Interests. (a) Upon the request of either of the AgentAgents, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the BorrowerCredit Parties, such further instruments as may be necessary or proper, in the reasonable judgment of the Agent, either Agent or their counsel to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents, and to do, all things necessary or proper, in the reasonable judgment of the Agent, to provide, perfect or preserve the Liens hereunder and under the Fundamental Documents, and in the Collateral, the Pledged Securities and any portion of any of the foregoing. (b) Upon the request of either of the AgentAgents, promptly perform execute and deliver or cause to be performed any executed and all acts and execute or cause to be executeddelivered, at the cost and expense of Borrowerthe Credit Parties, such further instruments as may be appropriate in the reasonable judgment of either Agent or their counsel, to provide the Administrative Agent for the benefit of the Secured Parties a first perfected Lien in the Collateral and all the Real Property Assets, and any and all documents (including, without limitation, the execution, an amendment or supplementation of any financing statement and statement, a continuation statement or other statement) for filing under the provisions of the UCC Uniform Commercial Code and the rules and regulations thereunder, or any other statuteApplicable Law of the United States or any other jurisdiction which either Agent may deem reasonably necessary or advisable, rule and perform or regulation of any applicable foreign, federal, state or local jurisdiction, cause to be performed such other ministerial acts which are reasonably necessary or advisable in the judgment of the Agentadvisable, from time to time, in order to grant and maintain in favor of the Administrative Agent for the benefit of the Lenders as beneficiaries thereof Secured Parties the perfected security interest in the Collateral and the Real Property Assets contemplated by hereunder and under 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 other Fundamental Documents, subject only to Permitted Encumbrances. (c) Promptly undertake to deliver or cause to be delivered to the Administrative Agent, the Lenders or the other Secured Parties (as applicable) from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably satisfactory to the AgentAgents, as the either Agent or their counsel shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Administrative Agent for the benefit of the LendersSecured Parties. (d) With respect to each Distribution Agreement relating to Product produced or acquired after Without limiting the date hereofgenerality of the foregoing provisions of this Section 5.11, as promptly as practicable execute and cause each party thereto to duly execute and deliver to the Agent an original Notice of Assignment and Irrevocable Instructions. (e) With respect to each Distribution Agreement relating to Product on Schedule 3.18(a) or Schedule 3.18(b) (other than Distribution Agreements giving rise to Eligible Receivables) use commercially reasonable efforts to execute and cause each party thereto correct as soon as practicable, matters with respect to duly execute and deliver to title concerning the Agent an original Notice of Assignment and Irrevocable Instructionsproperties set forth on Schedule 3.11 hereto.

Further Assurances; Security Interests. (a) Upon the request of the Collateral Agent, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the BorrowerCredit Parties, such further instruments as may be necessary or proper, in the reasonable judgment of the Agent, such Agent or its counsel to carry out the provisions and purposes of this Agreement and the other Fundamental Documents, and to do, all things necessary or proper, in the reasonable judgment of the Agent, to provide, perfect or preserve the Liens hereunder and under the Fundamental Documents, and in the Collateral, the Pledged Securities and any portion of any of the foregoingAgreement. (b) Upon the request of the Collateral Agent, promptly perform execute and deliver or cause to be performed any executed and all acts and execute or cause to be executeddelivered, at the cost and expense of Borrowerthe Credit Parties, such further instruments as may be appropriate in the reasonable judgment of the Collateral Agent or its counsel, to provide the Collateral Agent for the benefit of the Secured Parties a perfected Lien in the Collateral and all the Real Property Assets, and any and all documents (including, without limitation, the execution, an amendment or supplementation supplement of any financing statement and a continuation statement or other statement) for filing under the provisions of the UCC and the rules and regulations thereunder, or any other statuteApplicable Law of the United States or any other jurisdiction which either Agent may deem reasonably necessary or advisable, rule and perform or regulation of any applicable foreign, federal, state or local jurisdiction, cause to be performed such other ministerial acts which are reasonably necessary or advisable in the judgment of the Agentadvisable, from time to time, in order to grant and maintain in favor of the Collateral Agent for the benefit of the Lenders as beneficiaries thereof Secured Parties the perfected security interest in the Collateral and the Real Property Assets contemplated by the Fundamental Documents and a pledge of the Pledged Securities of the Credit Parties as provided for in the Pledge Agreements and hereunder, subject only to carry out the provisions and purposes of the Fundamental DocumentsPermitted Liens. (c) Promptly undertake to deliver or cause to be delivered to the Lenders Collateral Agent from time to time such other documentation, consents, authorizations and approvals approvals, in form and substance reasonably satisfactory to the Collateral Agent, as the Collateral Agent or its counsel shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Collateral Agent for the benefit of the Lenders.Secured Parties including, without limitation, updated copies of Schedule A and Schedule B to the Trademark Security Agreement or the Patent Security Agreement, respectively (each as defined in the Note Agreement), at the end of any fiscal quarter in which a Credit Party applies for the registration of, registers or otherwise acquires any patent or trademark (as applicable) not listed on Schedule A to the relevant Agreement or any patent license or trademark license (as applicable) not listed on Schedule B to the relevant Agreement.. (d) With respect to each Distribution Agreement relating to Product produced or acquired after Without limiting the date hereofgenerality of the foregoing provisions of this Section 6.2, as promptly as practicable execute and cause each party thereto to duly execute and deliver to the Agent an original Notice of Assignment and Irrevocable Instructions. (e) With respect to each Distribution Agreement relating to Product on Schedule 3.18(a) or Schedule 3.18(b) (other than Distribution Agreements giving rise to Eligible Receivables) use commercially reasonable efforts to execute and cause each party thereto correct as soon as practicable, matters with respect to duly execute and deliver to title concerning the Agent an original Notice of Assignment and Irrevocable Instructionsproperties set forth on Schedule 5.4 hereto.

Further Assurances; Security Interests. (a) Upon the request of the Administrative Agent, duly execute and deliver, or cause to be duly executed and delivered, at the cost and expense of the BorrowerCredit Parties, such further instruments as may be necessary or proper, in the reasonable judgment of the Agent, Administrative Agent or its counsel to carry out the provisions and purposes of this Credit Agreement and the other Fundamental Documents, and to do, all things necessary or proper, in the reasonable judgment of the Agent, to provide, perfect or preserve the Liens hereunder and under the Fundamental Documents, and in the Collateral, the Pledged Securities and any portion of any of the foregoing. (b) Upon the request of the Administrative Agent, promptly perform execute and deliver or cause to be performed any executed and all acts and execute or cause to be executeddelivered, at the cost and expense of Borrowerthe Credit Parties, such further 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 all the Mortgaged Properties, and any and all documents (including, without limitation, the execution, an amendment or supplementation of any financing statement and statement, a continuation statement or other statement) for filing under the provisions of the UCC Uniform Commercial Code and the rules and regulations thereunder, or any other statuteApplicable Law of the United States or any other jurisdiction which the Administrative Agent may deem reasonably necessary or advisable, rule and perform or regulation of any applicable foreign, federal, state or local jurisdiction, cause to be performed such other ministerial acts which are reasonably necessary or advisable in the judgment of the Agentadvisable, from time to time, in order to grant and maintain in favor of the Administrative Agent for the benefit of the Lenders as beneficiaries thereof Secured Parties the perfected security interest in the Collateral and the Mortgaged Properties contemplated by hereunder and under 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 other Fundamental Documents, subject only to Permitted Encumbrances. (c) Promptly undertake to deliver or cause to be delivered to the Administrative Agent, the Lenders or the other Secured Parties (as applicable) from time to time such other documentation, consents, authorizations and approvals in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent or its counsel shall deem reasonably necessary or advisable to perfect or maintain the Liens of the Administrative Agent for the benefit of the LendersSecured Parties. (d) With respect to each Distribution Agreement relating to Product produced or acquired after Without limiting the date hereofgenerality of the foregoing provisions of this Section 5.11, as promptly as practicable execute and cause each party thereto to duly execute and deliver to the Agent an original Notice of Assignment and Irrevocable Instructions. (e) With respect to each Distribution Agreement relating to Product on Schedule 3.18(a) or Schedule 3.18(b) (other than Distribution Agreements giving rise to Eligible Receivables) use commercially reasonable efforts to execute and cause each party thereto correct as soon as practicable, matters with respect to duly execute and deliver to title concerning the Agent an original Notice of Assignment and Irrevocable Instructions.properties set forth on Schedule 3.10 hereto. -------------