Common use of Additional Assurances Clause in Contracts

Additional Assurances. The Borrower, the Guarantor and the other Debtors are authorized and directed to do and perform all acts, to make, execute and deliver all instruments and documents (including, without limitation, the execution of additional security agreements, pledge agreements, control agreements, mortgages and financing statements), and the Borrower shall pay fees and expenses that may be required or necessary for the Borrower’s performance under the Postpetition Financing Documents, including, without limitation, (i) the execution of the Postpetition Financing Documents and (ii) the payment of the fees, indemnification obligations and other expenses described or provided in the Postpetition Financing Documents as such become due, including, without limitation, agent fees, commitment fees, underwriting fees and reasonable attorneys’, financial advisors’ and accountants’ fees and disbursements as provided for in the Postpetition Financing Documents. None of such reasonable attorneys’, financial advisors’ and accountants’ fees and disbursements shall be subject to the approval of this Court or the U.S. Trustee guidelines, and no recipient of any such payment shall be required to file with respect thereto any interim or final fee application with this Court. Notwithstanding the foregoing, the Postpetition Lender shall submit copies of its professional fee invoices to the Debtors, and the Debtors shall send copies of such invoices to the U.S. Trustee and any Committee within ten (10) days of their receipt thereof; provided, however, that such invoices may be redacted by the Postpetition Lender in its sole discretion to remove any confidential or privileged information and any work product. The providing of such invoices to the Debtors, U.S. Trustee or any Committee shall not constitute a waiver of the protections of the attorney-client privilege or the work product doctrine by any of the Prepetition Lenders, the Prepetition Agent, or the Postpetition Lender. In addition, subject to entry of a Final Order so providing, the Borrower is hereby authorized and directed to indemnify the Postpetition Lender against any liability arising in connection with the Postpetition Financing Documents to the extent provided in the Postpetition Financing Documents. All such fees, expenses and indemnities of the Postpetition Lender shall constitute Postpetition Obligations and shall be secured by the Postpetition Liens and afforded all of the priorities and protections afforded to the Postpetition Obligations under this Interim Order and the other Postpetition Financing Documents.

Additional Assurances. The Borrower, the Guarantor and the other Debtors are authorized and directed to do and perform all acts, to make, execute and deliver all instruments and documents (including, without limitation, the execution of additional security agreements, pledge agreements, control agreements, mortgages and financing statements), and the Borrower and the Guarantor shall pay fees and expenses that may be required or necessary for the Borrower’s or the Guarantor’s performance under the DIP Financing Term Sheet and the other Postpetition Financing Documents, including, without limitation, (i) the execution of the DIP Financing Term Sheet and the other Postpetition Financing Documents and (ii) the payment of the fees, indemnification obligations and other expenses described or provided in the DIP Financing Term Sheet and the other Postpetition Financing Documents as such become due, including, without limitation, agent fees, commitment fees, underwriting fees and reasonable fees relating to attorneys’, financial advisors’ , accountants, appraisers, and accountants’ fees counsel for each participant lender in the Postpetition Loan, and disbursements as provided for in the Postpetition DIP Financing DocumentsTerm Sheet. None of such reasonable fees relating to attorneys’, financial advisors’ and , accountants’ fees , appraisers or counsel for each participant lender in the Postpetition Loan, and disbursements shall be subject to the approval of this Court or the U.S. Trustee guidelines, and no recipient of any such payment shall be required to file with respect thereto any interim or final fee application with this Court. Notwithstanding the foregoing, the Postpetition Lender shall submit copies of its professional fee invoices to the Debtors, and the Debtors shall send copies of such invoices to the U.S. Trustee and any Committee within ten (10) days of their receipt thereof; provided, however, that such invoices may be redacted by the Postpetition Lender in its sole discretion to remove any confidential or privileged information and any work product. The providing of such invoices to the Debtors, U.S. Trustee or any Committee shall not constitute a waiver of the protections of the attorney-client privilege or the work product doctrine by any of the Prepetition Lenders, the Prepetition Agent, or the Postpetition Lender. In addition, subject to entry of a Final Order so providing, the Borrower and the Guarantor each is hereby authorized and directed to indemnify the Postpetition Lender against any liability arising in connection with the DIP Financing Term Sheet or the other Postpetition Financing Documents to the extent provided in the DIP Financing Term Sheet or the other Postpetition Financing Documents. All such fees, expenses and indemnities of the Postpetition Lender shall constitute Postpetition Obligations and shall be secured by the Postpetition Liens and afforded all of the priorities and protections afforded to the Postpetition Obligations under this Interim Order Final Order, the DIP Financing Term Sheet and the other Postpetition Financing Documents. Counsel for the Postpetition Lender shall submit summaries of their invoices (generally describing work performed but excluding detailed time entries) to the U.S. Trustee and counsel for the Committee at the same time their invoices are submitted to the Postpetition Lender. The U.S. Trustee and the Committee shall have 10 calendar days from receipt of such invoice summaries to file an objection to them with the Court. If no objection is timely filed, the fees and expenses will be deemed reasonable and shall be promptly paid by the Debtors.

Additional Assurances. The Borrower, From time to time hereafter: (a) without limiting the Guarantor and the other Debtors are authorized and directed to do and perform all acts, to makegenerality of Section 2.16(a), execute and deliver or cause to be executed and delivered, such additional instruments, certificates and documents, and take all instruments such actions, as Agents shall reasonably request for the purpose of implementing or effectuating the provisions of this Agreement and documents the other Loan Documents, including without limitation (includingi) the items set forth in Schedule 2.16(a) which require action after the date hereof, without limitationas stated in such Schedule, and (ii) only if reasonably requested by an Agent, the execution and delivery to Collateral Agent of additional security agreementsa mortgage or deed of trust or collateral assignment of lease or leasehold mortgage in form and substance reasonably satisfactory to Collateral Agent (in a recordable form and in such number of copies as Collateral Agent shall have reasonably requested) covering any real properties acquired by the Borrowers, pledge agreementstogether with any necessary consents relating thereto; (b) without limiting the generality of Section 2.16, control agreementsat the request and direction of Collateral Agent, mortgages cooperate with Collateral Agent from time to time in preparing, executing and/or filing and recording such (i) timely continuation statements under the Uniform Commercial Code with respect to financing statementsstatements filed under Section 2.16(a), (ii) new financing statements and (iii) conforming amendments to the Borrower Security Documents as shall pay fees be necessary from time to time to reflect the passage of time and expenses that may be required other changed circumstances and to assure continued compliance with the Loan Documents and with Section 2.16; and (c) upon the exercise by either Agent or necessary for the Borrower’s performance under the Postpetition Financing Documentsany Lender of any power, right, privilege or remedy pursuant to this Agreement or any other Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, including, without limitation, (i) the execution of the Postpetition Financing Documents any Specified Authority, execute and (ii) the payment of the feesdeliver all applications, indemnification obligations certifications, instruments and other expenses described documents and papers that such Agent or provided in the Postpetition Financing Documents as such become due, including, without limitation, agent fees, commitment fees, underwriting fees and reasonable attorneys’, financial advisors’ and accountants’ fees and disbursements as provided for in the Postpetition Financing Documents. None of such reasonable attorneys’, financial advisors’ and accountants’ fees and disbursements shall any Lender may be subject to the approval of this Court or the U.S. Trustee guidelines, and no recipient of any such payment shall be so required to file with respect thereto any interim or final fee application with obtain. Nothing contained in this Court. Notwithstanding the foregoing, the Postpetition Lender Section 6.08 shall submit copies of its professional fee invoices to the Debtors, and the Debtors shall send copies of such invoices to the U.S. Trustee and any Committee within ten (10) days of their receipt thereof; provided, however, that such invoices may be redacted by the Postpetition Lender in its sole discretion to remove any confidential or privileged information and any work product. The providing of such invoices to the Debtors, U.S. Trustee or any Committee shall not constitute a waiver of the protections any Event of the attorney-client privilege Default arising from each Borrower’s failure to locate, deliver and/or file or the work product doctrine by record any Security Document, any consent of the Prepetition Lendersany Governmental Authority or other Person or any other document required under Section 2.16, the Prepetition Agent, Article III or the Postpetition Lender. In addition, subject to entry of a Final Order so providing, the Borrower is hereby authorized and directed to indemnify the Postpetition Lender against any liability arising in connection with the Postpetition Financing Documents to the extent provided in the Postpetition Financing Documents. All such fees, expenses and indemnities of the Postpetition Lender shall constitute Postpetition Obligations and shall be secured by the Postpetition Liens and afforded all of the priorities and protections afforded to the Postpetition Obligations otherwise under this Interim Order and the other Postpetition Financing DocumentsAgreement.

Additional Assurances. The BorrowerAfter the Closing Date, Seller shall and shall cause its Affiliates to take such additional actions and execute any such additional documents and instruments as may be reasonably necessary to fully vest Seller’s ownership, rights and privileges in the Guarantor and Purchased Assets in Buyer. Notwithstanding anything to the other Debtors are authorized and directed to do and perform all actscontrary contained in this Agreement, to makethe extent that the sale, execute assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any Purchased Asset is prohibited by any applicable Law or would require any Governmental Entity or other third party authorizations, approvals, consents or waivers and deliver all instruments such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing and documents (including, without limitation, Buyer shall have waived the execution of additional security agreements, pledge agreements, control agreements, mortgages and financing statementsapplicable condition to Closing with respect to such item(s), and the Borrower shall pay fees and expenses that may be required or necessary for the Borrower’s performance under the Postpetition Financing Documents, including, without limitation, (i) the execution of the Postpetition Financing Documents and (ii) the payment of the fees, indemnification obligations and other expenses described or provided in the Postpetition Financing Documents as such become due, including, without limitation, agent fees, commitment fees, underwriting fees and reasonable attorneys’, financial advisors’ and accountants’ fees and disbursements as provided for in the Postpetition Financing Documents. None of such reasonable attorneys’, financial advisors’ and accountants’ fees and disbursements shall be subject to the approval of this Court or the U.S. Trustee guidelines, and no recipient of any such payment shall be required to file with respect thereto any interim or final fee application with this Court. Notwithstanding the foregoing, the Postpetition Lender shall submit copies of its professional fee invoices to the Debtors, and the Debtors shall send copies of such invoices to the U.S. Trustee and any Committee within ten (10) days of their receipt thereof; provided, however, that such invoices may be redacted by the Postpetition Lender in its sole discretion to remove any confidential or privileged information and any work product. The providing of such invoices to the Debtors, U.S. Trustee or any Committee Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. Following the Closing, the parties shall use reasonable efforts and shall cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits and liabilities of use of such Purchased Asset. Once such authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of a Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, Seller shall and shall cause its Affiliates to promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Asset to Buyer for no additional consideration. To the extent that any such Purchased Asset cannot be transferred or the full benefits and liabilities of use of any such Purchased Asset cannot be provided to Buyer following the Closing pursuant to this Section 6.9, then Buyer and Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) designed to provide to Buyer the economic and operational equivalent of obtaining such authorization, approval, consent or waiver and the performance by Buyer of the protections of the attorney-client privilege or the work product doctrine by any of the Prepetition Lenders, the Prepetition Agent, or the Postpetition Lender. In addition, subject to entry of a Final Order so providing, the Borrower is hereby authorized and directed to indemnify the Postpetition Lender against any liability arising in connection with the Postpetition Financing Documents obligations thereunder to the extent provided in the Postpetition Financing Documentspermitted by Law. All such fees, expenses and indemnities of the Postpetition Lender shall constitute Postpetition Obligations and shall be secured by the Postpetition Liens and afforded all of the priorities and protections afforded to the Postpetition Obligations under this Interim Order and the other Postpetition Financing Documents.Execution Version

Additional Assurances. The BorrowerAfter the Closing Date, the Guarantor Seller shall and the other Debtors are authorized shall cause its Affiliates to take such additional actions and directed to do execute any such additional documents and perform all acts, to make, execute and deliver all instruments and documents (including, without limitation, the execution of additional security agreements, pledge agreements, control agreements, mortgages and financing statements), and the Borrower shall pay fees and expenses that as may be required or reasonably necessary for to fully vest the Borrower’s performance under the Postpetition Financing DocumentsSellers' and Acquired Subsidiaries' ownership, including, without limitation, (i) the execution of the Postpetition Financing Documents rights and (ii) the payment of the fees, indemnification obligations and other expenses described or provided privileges in the Postpetition Financing Documents as such become duePurchased Assets in Buyers, including, without limitation, agent fees, commitment fees, underwriting fees and reasonable attorneys’, financial advisors’ and accountants’ fees and disbursements as provided for in the Postpetition Financing Documents. None of such reasonable attorneys’, financial advisors’ and accountants’ fees and disbursements shall be subject to the approval of this Court or the U.S. Trustee guidelines, and no recipient of any such payment shall be required to file with respect thereto any interim or final fee application with this Court. Notwithstanding the foregoing, the Postpetition Lender shall submit copies of its professional fee invoices to the Debtors, and the Debtors shall send copies of such invoices to the U.S. Trustee and any Committee within ten (10) days of their receipt thereof; provided, however, that in the event such invoices may be redacted actions requested by Buyer were not reasonably necessary to effectuate the Postpetition Lender Transactions, Buyer shall pay all of Seller's reasonable out-of-pocket costs incurred in its sole discretion to remove any confidential or privileged information and any work productconnection therewith. The providing of such invoices Notwithstanding anything to the Debtorscontrary contained in this Agreement, U.S. Trustee to the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Purchaser of any Committee Purchased Asset is prohibited by any applicable Law or would require any Governmental Entity or other third party authorizations, approvals, consents or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing and Buyer shall have waived the applicable condition to Closing with respect to such item(s), this Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. Following the Closing, the parties shall use reasonable efforts and shall cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits and liabilities of use of such Purchased Asset. Once such authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of a Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, Seller shall and shall cause its Affiliates to promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Asset to Buyer for no additional consideration. To the extent that any such Purchased Asset cannot be transferred or the full benefits and liabilities of use of any such Purchased Asset cannot be provided to Buyer following the Closing pursuant to this Section 6.19, then Buyer and Sellers shall enter into such arrangements (including subleasing or subcontracting if permitted) designed to provide to Buyers the economic and operational equivalent of obtaining such authorization, approval, consent or waiver and the performance by Buyer of the protections of the attorney-client privilege or the work product doctrine by any of the Prepetition Lenders, the Prepetition Agent, or the Postpetition Lender. In addition, subject to entry of a Final Order so providing, the Borrower is hereby authorized and directed to indemnify the Postpetition Lender against any liability arising in connection with the Postpetition Financing Documents obligations thereunder to the extent provided in the Postpetition Financing Documents. All such fees, expenses and indemnities of the Postpetition Lender shall constitute Postpetition Obligations and shall be secured permitted by the Postpetition Liens and afforded all of the priorities and protections afforded to the Postpetition Obligations under this Interim Order and the other Postpetition Financing DocumentsLaw.

Additional Assurances. The BorrowerAfter the Closing Date, Seller shall and shall cause its Affiliates to take such additional actions and execute any such additional documents and instruments as may be reasonably necessary to fully vest Seller’s ownership, rights and privileges in the Guarantor and Purchased Assets in Buyer. Notwithstanding anything to the other Debtors are authorized and directed to do and perform all actscontrary contained in this Agreement, to makethe extent that the sale, execute assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any Purchased Asset is prohibited by any applicable Law or would require any Governmental Entity or other third party Execution Version authorizations, approvals, consents or waivers and deliver all instruments such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing and documents (including, without limitation, Buyer shall have waived the execution of additional security agreements, pledge agreements, control agreements, mortgages and financing statementsapplicable condition to Closing with respect to such item(s), and the Borrower shall pay fees and expenses that may be required or necessary for the Borrower’s performance under the Postpetition Financing Documents, including, without limitation, (i) the execution of the Postpetition Financing Documents and (ii) the payment of the fees, indemnification obligations and other expenses described or provided in the Postpetition Financing Documents as such become due, including, without limitation, agent fees, commitment fees, underwriting fees and reasonable attorneys’, financial advisors’ and accountants’ fees and disbursements as provided for in the Postpetition Financing Documents. None of such reasonable attorneys’, financial advisors’ and accountants’ fees and disbursements shall be subject to the approval of this Court or the U.S. Trustee guidelines, and no recipient of any such payment shall be required to file with respect thereto any interim or final fee application with this Court. Notwithstanding the foregoing, the Postpetition Lender shall submit copies of its professional fee invoices to the Debtors, and the Debtors shall send copies of such invoices to the U.S. Trustee and any Committee within ten (10) days of their receipt thereof; provided, however, that such invoices may be redacted by the Postpetition Lender in its sole discretion to remove any confidential or privileged information and any work product. The providing of such invoices to the Debtors, U.S. Trustee or any Committee Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. Following the Closing, the parties shall use reasonable efforts and shall cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits and liabilities of use of such Purchased Asset. Once such authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of a Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, Seller shall and shall cause its Affiliates to promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Asset to Buyer for no additional consideration. To the extent that any such Purchased Asset cannot be transferred or the full benefits and liabilities of use of any such Purchased Asset cannot be provided to Buyer following the Closing pursuant to this Section 6.9, then Buyer and Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) designed to provide to Buyer the economic and operational equivalent of obtaining such authorization, approval, consent or waiver and the performance by Buyer of the protections of the attorney-client privilege or the work product doctrine by any of the Prepetition Lenders, the Prepetition Agent, or the Postpetition Lender. In addition, subject to entry of a Final Order so providing, the Borrower is hereby authorized and directed to indemnify the Postpetition Lender against any liability arising in connection with the Postpetition Financing Documents obligations thereunder to the extent provided in the Postpetition Financing Documents. All such fees, expenses and indemnities of the Postpetition Lender shall constitute Postpetition Obligations and shall be secured permitted by the Postpetition Liens and afforded all of the priorities and protections afforded to the Postpetition Obligations under this Interim Order and the other Postpetition Financing DocumentsLaw.

Additional Assurances. The Borrower, the Guarantor and the other Debtors are authorized and directed to do and perform all acts, to make, execute and deliver all instruments and documents (including, without limitation, the execution of additional security agreements, pledge agreements, control agreements, mortgages and financing statements), and the Borrower and the Guarantor shall pay fees and expenses that may be required or necessary for the Borrower’s or the Guarantor’s performance under the DIP Financing Term Sheet and the other Postpetition Financing Documents, including, without limitation, (i) the execution of the DIP Financing Term Sheet and the other Postpetition Financing Documents and (ii) the payment of the fees, indemnification obligations and other expenses described or provided in the DIP Financing Term Sheet and the other Postpetition Financing Documents as such become due, including, without limitation, agent fees, commitment fees, underwriting fees and reasonable fees relating to attorneys’, financial advisors’ , accountants, appraisers, and accountants’ fees counsel for the Postpetition Lender, and disbursements as provided for in the Postpetition DIP Financing DocumentsTerm Sheet. None of such reasonable fees relating to attorneys’, financial advisors’ and , accountants’ fees , appraisers or counsel for the Postpetition Lender, and disbursements shall be subject to the approval of this Court or the U.S. Trustee guidelines, and no recipient of any such payment shall be required to file with respect thereto any interim or final fee application with this Court. Notwithstanding the foregoing, the Postpetition Lender shall submit copies of its professional fee invoices to the Debtors, and the Debtors shall send copies of such invoices to the U.S. Trustee and any Committee within ten (10) days of their receipt thereof; provided, however, that such invoices may be redacted by the Postpetition Lender in its sole discretion to remove any confidential or privileged information and any work product. The providing of such invoices to the Debtors, U.S. Trustee or any Committee shall not constitute a waiver of the protections of the attorney-client privilege or the work product doctrine by any of the Prepetition Lenders, the Prepetition Agent, or the Postpetition Lender. In addition, subject to entry of a Final Order so providing, the Borrower and the Guarantor each is hereby authorized and directed to indemnify the Postpetition Lender against any liability arising in connection with the DIP Financing Term Sheet or the other Postpetition Financing Documents to the extent provided in the DIP Financing Term Sheet or the other Postpetition Financing Documents. All such fees, expenses and indemnities of the Postpetition Lender shall constitute Postpetition Obligations and shall be secured by the Postpetition Liens and afforded all of the priorities and protections afforded to the Postpetition Obligations under this Interim Order Order, the DIP Financing Term Sheet and the other Postpetition Financing Documents. Counsel for the Postpetition Lender shall submit summaries of their invoices (generally describing work performed but excluding detailed time entries) to the U.S. Trustee and counsel for the Committee at the same time their invoices are submitted to the Postpetition Lender. The U.S. Trustee and the Committee shall have 10 calendar days from receipt of such invoice summaries to file an objection to them with the Court. If no objection is timely filed, the fees and expenses will be deemed reasonable and shall be promptly paid by the Debtors.

Additional Assurances. The BorrowerAfter the Closing Date, Seller shall and shall cause its Affiliates to take such additional actions and execute any such additional documents and instruments as may be reasonably necessary to fully vest Seller’s ownership, rights and privileges in the Guarantor and Purchased Assets in Buyer. Notwithstanding anything to the other Debtors are authorized and directed to do and perform all actscontrary contained in this Agreement, to makethe extent that the sale, execute assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any Purchased Asset is prohibited by any applicable Law or would require any Governmental Entity or other third party authorizations, approvals, consents or waivers and deliver all instruments such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing and documents (including, without limitation, Buyer shall have waived the execution of additional security agreements, pledge agreements, control agreements, mortgages and financing statementsapplicable condition to Closing with respect to such item(s), and the Borrower shall pay fees and expenses that may be required or necessary for the Borrower’s performance under the Postpetition Financing Documents, including, without limitation, (i) the execution of the Postpetition Financing Documents and (ii) the payment of the fees, indemnification obligations and other expenses described or provided in the Postpetition Financing Documents as such become due, including, without limitation, agent fees, commitment fees, underwriting fees and reasonable attorneys’, financial advisors’ and accountants’ fees and disbursements as provided for in the Postpetition Financing Documents. None of such reasonable attorneys’, financial advisors’ and accountants’ fees and disbursements shall be subject to the approval of this Court or the U.S. Trustee guidelines, and no recipient of any such payment shall be required to file with respect thereto any interim or final fee application with this Court. Notwithstanding the foregoing, the Postpetition Lender shall submit copies of its professional fee invoices to the Debtors, and the Debtors shall send copies of such invoices to the U.S. Trustee and any Committee within ten (10) days of their receipt thereof; provided, however, that such invoices may be redacted by the Postpetition Lender in its sole discretion to remove any confidential or privileged information and any work product. The providing of such invoices to the Debtors, U.S. Trustee or any Committee Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. Following the Closing, the parties shall use reasonable efforts and shall cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits and liabilities of use of such Purchased Asset. Once such authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of a Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, Seller shall and shall cause its Affiliates to promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Asset to Buyer for no additional consideration. To the extent that any such Purchased Asset cannot be transferred or the full benefits and liabilities of use of any such Purchased Asset cannot be provided to Buyer following the Closing pursuant to this Section 6.11, then Buyer and Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) designed to provide to Buyer the economic and operational equivalent of obtaining such authorization, approval, consent or waiver and the performance by Buyer of the protections of the attorney-client privilege or the work product doctrine by any of the Prepetition Lenders, the Prepetition Agent, or the Postpetition Lender. In addition, subject to entry of a Final Order so providing, the Borrower is hereby authorized and directed to indemnify the Postpetition Lender against any liability arising in connection with the Postpetition Financing Documents obligations thereunder to the extent provided permitted by Law. In the event that Seller determines that it has breached its representation or warranty contained in Section 3.8 hereof or Buyer notifies Seller that Seller has breached such representation and warranty, in addition to any other remedies available to Buyer pursuant to this Agreement, at Law or in equity, Seller shall promptly convey to Buyer, for no additional consideration, all of Seller’s right, title and interest in and to any tangible property used by Seller on or prior to the Closing Date in the Postpetition Financing Documents. All such fees, expenses ISV-403 Development and indemnities of any intangible property used by Seller on or prior to the Postpetition Lender shall constitute Postpetition Obligations Closing Date exclusively in the ISV-403 Development and shall be secured promptly license to Buyer, for no additional consideration and on the terms and conditions set forth in the License Agreement, any intangible property used by the Postpetition Liens and afforded all of the priorities and protections afforded Seller on or prior to the Postpetition Obligations under this Interim Order Closing Date in the ISV-403 Development and the in its other Postpetition Financing Documentsbusiness activities.

Additional Assurances. The BorrowerAfter the Closing Date, Seller shall and shall cause its Affiliates to take such additional actions and execute any such additional documents and instruments as may be reasonably necessary to fully vest Seller’s ownership, rights and privileges in the Guarantor and Purchased Assets in Buyer. Notwithstanding anything to the other Debtors are authorized and directed to do and perform all actscontrary contained in this Agreement, to makethe extent that the sale, execute assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer of any Purchased Asset is prohibited by any applicable Law or would require any Governmental Entity or other third party authorizations, approvals, consents or waivers and deliver all instruments such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing and documents (including, without limitation, Buyer shall have waived the execution of additional security agreements, pledge agreements, control agreements, mortgages and financing statementsapplicable condition to Closing with respect to such item(s), and the Borrower shall pay fees and expenses that may be required or necessary for the Borrower’s performance under the Postpetition Financing Documents, including, without limitation, (i) the execution of the Postpetition Financing Documents and (ii) the payment of the fees, indemnification obligations and other expenses described or provided in the Postpetition Financing Documents as such become due, including, without limitation, agent fees, commitment fees, underwriting fees and reasonable attorneys’, financial advisors’ and accountants’ fees and disbursements as provided for in the Postpetition Financing Documents. None of such reasonable attorneys’, financial advisors’ and accountants’ fees and disbursements shall be subject to the approval of this Court or the U.S. Trustee guidelines, and no recipient of any such payment shall be required to file with respect thereto any interim or final fee application with this Court. Notwithstanding the foregoing, the Postpetition Lender shall submit copies of its professional fee invoices to the Debtors, and the Debtors shall send copies of such invoices to the U.S. Trustee and any Committee within ten (10) days of their receipt thereof; provided, however, that such invoices may be redacted by the Postpetition Lender in its sole discretion to remove any confidential or privileged information and any work product. The providing of such invoices to the Debtors, U.S. Trustee or any Committee Agreement shall not constitute a sale, assignment, transfer, conveyance or delivery, or any attempted sale, Execution Version assignment, transfer, conveyance or delivery, thereof. Following the Closing, the parties shall use reasonable efforts and shall cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits and liabilities of use of such Purchased Asset. Once such authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of a Purchased Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, Seller shall and shall cause its Affiliates to promptly assign, transfer, convey and deliver, or cause to be assigned, transferred, conveyed and delivered, such Purchased Asset to Buyer for no additional consideration. To the extent that any such Purchased Asset cannot be transferred or the full benefits and liabilities of use of any such Purchased Asset cannot be provided to Buyer following the Closing pursuant to this Section 6.9, then Buyer and Seller shall enter into such arrangements (including subleasing or subcontracting if permitted) designed to provide to Buyer the economic and operational equivalent of obtaining such authorization, approval, consent or waiver and the performance by Buyer of the protections of the attorney-client privilege or the work product doctrine by any of the Prepetition Lenders, the Prepetition Agent, or the Postpetition Lender. In addition, subject to entry of a Final Order so providing, the Borrower is hereby authorized and directed to indemnify the Postpetition Lender against any liability arising in connection with the Postpetition Financing Documents obligations thereunder to the extent provided in the Postpetition Financing Documents. All such fees, expenses and indemnities of the Postpetition Lender shall constitute Postpetition Obligations and shall be secured permitted by the Postpetition Liens and afforded all of the priorities and protections afforded to the Postpetition Obligations under this Interim Order and the other Postpetition Financing DocumentsLaw.

Additional Assurances. The BorrowerCorp and GmbH shall take such additional actions and execute any such additional documents and instruments as may be reasonably necessary to fully vest Seller’s ownership, rights and privileges in the Guarantor Purchased Assets in MEDA and its Affiliates (in particular Meda Pharma Sarl). Notwithstanding anything to the other Debtors are authorized and directed to do and perform all actscontrary contained in this Agreement, to makethe extent that the sale, execute assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to MEDA and deliver all instruments its Affiliates (in particular Meda Pharma Sarl) of any Purchased Asset is prohibited by any applicable law or would require any Governmental Entity or other Third Party authorizations, approvals, consents or waivers and documents (includingsuch authorizations, without limitationapprovals, consents or waivers shall not have been obtained prior to the execution of additional security agreementsClosing, pledge agreementsthis Agreement shall not constitute a sale, control agreementsassignment, mortgages transfer, conveyance or delivery, or any attempted sale, assignment, transfer, conveyance or delivery, thereof. The parties shall use reasonable efforts and financing statements)shall cooperate with each other, and the Borrower shall pay fees and expenses that may be required to obtain promptly such authorizations, approvals, consents or necessary for the Borrower’s performance under the Postpetition Financing Documentswaivers, including, including without limitation, (i) the execution consent of the Postpetition Financing Documents and EMA to the transfer of the Marketing Authorisation, (ii) consents from Third Parties to the payment assignment of the feesAssigned Contracts from Seller to MEDA and (iii) execution and delivery of the Assigned Contract Amendments and the consent of the relevant Third Parties thereto. Pending such authorization, indemnification obligations approval, consent or waiver, the parties shall cooperate with each other in any reasonable and other expenses described or provided lawful arrangements designed to provide to MEDA and its Affiliates (in particular Meda Pharma Sarl) the Postpetition Financing Documents as such become due, including, without limitation, agent fees, commitment fees, underwriting fees benefits and reasonable attorneys’, financial advisors’ and accountants’ fees and disbursements as provided for in the Postpetition Financing Documents. None liabilities of use of such reasonable attorneys’Purchased Asset. In particular, financial advisors’ and accountants’ fees and disbursements shall be subject to the approval of this Court or the U.S. Trustee guidelines, and no recipient of any such payment shall be required to file with in respect thereto any interim or final fee application with this Court. Notwithstanding the foregoing, the Postpetition Lender shall submit copies of its professional fee invoices to the Debtors, and the Debtors shall send copies of such invoices to the U.S. Trustee and any Committee within ten (10) days of their receipt thereof; provided, however, that such invoices may be redacted by the Postpetition Lender in its sole discretion to remove any confidential or privileged information and any work product. The providing of such invoices to the Debtors, U.S. Trustee or any Committee shall not constitute a waiver of the protections of the attorney-client privilege or the work product doctrine by any of the Prepetition LendersAssigned Contracts: 5.9.1 Seller shall hold these in trust for MEDA absolutely, the Prepetition Agent, or the Postpetition Lender. In addition, subject to entry of a Final Order so providing, the Borrower is hereby authorized and directed to indemnify the Postpetition Lender against any liability arising in connection with the Postpetition Financing Documents MEDA shall (to the extent provided in permissible and lawful under the Postpetition Financing Documents. All such fees, expenses Assigned Contracts) perform all obligations of Seller under the Assigned Contracts to be discharged after Completion Date; and 5.9.2 Seller shall (to the extent permissible and indemnities lawful under the Assigned Contracts) provide MEDA with all the rights of the Postpetition Lender shall constitute Postpetition Obligations Seller under such Assigned Contract and shall be secured by the Postpetition Liens and afforded comply with all reasonable instructions of the priorities and protections afforded to the Postpetition Obligations under this Interim Order and the other Postpetition Financing DocumentsMEDA in respect thereof.