Common use of Conditions Subsequent Clause in Contracts

Conditions Subsequent. The obligation of the Lender Group (or any member thereof) to make any Advances hereunder at any time (or to extend any other credit hereunder) shall be subject to the fulfillment, to the satisfaction of Agent (or waiver thereby), of each of the post-closing covenants set forth below. Borrower shall, and shall cause its Subsidiaries to, satisfy each of the post-closing covenants set forth below within such covenant’s prescribed time period; provided that such covenants may be waived and/or time periods extended by Agent in its sole discretion. Borrower’s failure to satisfy any covenant within the prescribed time period shall constitute an Event of Default under the Agreement. Within 10 Business Days of the Closing Date, Borrower shall deliver to Agent all of the original certificates representing the shares of Stock pledged under the Security Agreement with respect to each of the Pledged Companies set forth on Schedule 6 attached thereto, together with a power endorsed in blank with respect to each such certificate; provided, that copies of such certificates shall be delivered to Agent on or before the Closing Date. Within 30 days of the Closing Date, Borrower shall deliver to Agent, those duly executed Control Agreements required by Section 6.11 of the Agreement and Section 6(c) the Security Agreement, in form and substance reasonably satisfactory to Agent and to establish its primary depository and treasury management relationships with Wxxxx Fargo and its Affiliates. Within 60 days of the Closing Date, Borrower shall use commercially reasonable efforts to deliver to Agent, a duly executed Collateral Access Agreement, in form and substance satisfactory to Agent, with respect to the premises located at 1420 Xxxxx Xxxxx Xxxxx, Xxxxxxxxx, XX 00000.

Conditions Subsequent. The obligation of the Lender Group (or any member thereof) Lenders to make any Advances hereunder at any time (or continue to extend any other credit hereunder) shall be hereunder is subject to the fulfillment, on or before the date applicable thereto, of the following conditions subsequent (the failure by Borrowers to so perform or cause to be performed such conditions subsequent as and when required by the satisfaction of Agent term thereof (or waiver therebyunless such date is extended, in writing, by Agent), of each of the post-closing covenants set forth below. Borrower shall, and shall cause its Subsidiaries to, satisfy each of the post-closing covenants set forth below within such covenant’s prescribed time period; provided that such covenants may be waived and/or time periods extended by Agent in its sole discretion. Borrower’s failure to satisfy any covenant within the prescribed time period shall constitute an Event of Default under the Agreement. Default): (a) Within 10 Business Days of thirty (30) days after the Closing DateDate (or such longer period as the Agent may reasonably agree), Borrower Borrowers shall deliver use commercially reasonable efforts to Agent obtain Lien Waivers for all of the original certificates representing the shares Project Vine Target’s leased locations and locations which are not owned by any Obligor where (i) Collateral with fair market value in excess of Stock pledged under the Security Agreement $100,000 ($500,000 with respect to each grape crush facilities) is stored or maintained or (ii) where Project Vine Target maintains its books and records. (b) Within one hundred twenty (120) days after the Closing Date (or such longer period as the Agent may reasonably agree), all of Borrowers’ principal cash management and other treasury services (including deposit accounts, lockboxes, funds transfer, and other treasury management services) shall be maintained at Bank of the Pledged Companies West or one or more of the Lenders (except for Deposit Accounts that constitute Excluded Assets) and shall be subject to control agreements (in form and substance reasonably satisfactory to Agent), establishing Agent’s control over and first priority perfected Lien in such accounts, which control may be exercised exclusively by Agent during any Trigger Period. (c) Within one hundred twenty (120) days after the Closing Date (or such longer period as the Agent may reasonably agree), Borrowers will comply with the interest rate protection requirements set forth on Schedule 6 attached theretoin Section 10.1.10. (d) Within one hundred twenty (120) days after the Closing Date (or such longer period as the Agent may reasonably agree), together with a power endorsed in blank with respect to each such certificate; provided, that copies of such certificates Borrowers shall be have delivered to Agent on or before the Closing Date. Within 30 days a water rights assessment of the Closing Date, Borrower shall deliver to Agent, those duly executed Control Agreements required Real Estate owned by Section 6.11 of the Agreement such Borrowers and Section 6(c) the Security Agreementevidence, in form and substance reasonably satisfactory to Agent and to establish its primary depository and treasury management relationships with Wxxxx Fargo and its Affiliates. Within 60 days the Agent, of commercially reasonable implementation of the Closing Daterecommendations set forth therein. (e) Within thirty (30) days after the Third Amendment Effective Date (or such longer period as the Agent may reasonably agree), Borrower Borrowers shall use commercially reasonable efforts to deliver to Agent, a duly executed obtain Lien Waivers for all of KB Target’s leased locations where (i) Collateral Access Agreement, with fair market value in form and substance satisfactory to Agent, excess of $100,000 ($500,000 with respect to the premises located at 1420 Xxxxx Xxxxx Xxxxx, Xxxxxxxxx, XX 00000grape crush facilities) is stored or maintained or (ii) where KB Target maintains its books and records.

Conditions Subsequent. The obligation of the Lender Group (or any member thereof) Lenders to make any Advances hereunder at any time (or continue to extend any other credit hereunder) shall be hereunder is subject to the fulfillment, on or before the date applicable thereto, of the following conditions subsequent (the failure by Borrowers to so perform or cause to be performed such conditions subsequent as and when required by the satisfaction of Agent term thereof (or waiver therebyunless such date is extended, in writing, by Agent), of each of the post-closing covenants set forth below. Borrower shall, and shall cause its Subsidiaries to, satisfy each of the post-closing covenants set forth below within such covenant’s prescribed time period; provided that such covenants may be waived and/or time periods extended by Agent in its sole discretion. Borrower’s failure to satisfy any covenant within the prescribed time period shall constitute an Event of Default under the Agreement. Default): (a) Within 10 Business Days of thirty (30) days after the Closing DateDate (or such longer period as the Agent may reasonably agree), Borrower Borrowers shall deliver use commercially reasonable efforts to Agent obtain Lien Waivers for all leased locations and locations which are not owned by any Obligor where (i) Collateral with fair market value in excess of the original certificates representing the shares of Stock pledged under the Security Agreement $100,000 ($500,000 with respect to each grape crush facilities) is stored or maintained or (ii) where any Obligor maintains its books and records. (b) Within one hundred twenty (120) days after the Closing Date (or such longer period as the Agent may reasonably agree), all of Borrowers’ principal cash management and other treasury services (including deposit accounts, lockboxes, funds transfer, and other treasury management services) shall be maintained at Bank of the Pledged Companies West or one or more of the Lenders (except for Deposit Accounts that constitute Excluded Assets) and shall be subject to control agreements (in form and substance reasonably satisfactory to Agent), establishing Agent’s control over and first priority perfected Lien in such accounts, which control may be exercised exclusively by Agent during any Trigger Period. (c) Within one hundred twenty (120) days after the Closing Date (or such longer period as the Agent may reasonably agree), Borrowers will comply with the interest rate protection requirements set forth on Schedule 6 attached theretoin Section 10.1.10. (d) Within one hundred twenty (120) days after the Closing Date (or such longer period as the Agent may reasonably agree), together with a power endorsed in blank with respect to each such certificate; provided, that copies of such certificates Borrowers shall be have delivered to Agent on or before the Closing Date. Within 30 days a water rights assessment of the Closing Date, Borrower shall deliver to Agent, those duly executed Control Agreements required Real Estate owned by Section 6.11 of the Agreement such Borrowers and Section 6(c) the Security Agreementevidence, in form and substance reasonably satisfactory to Agent and to establish its primary depository and treasury management relationships with Wxxxx Fargo and its Affiliates. Within 60 days the Agent, of commercially reasonable implementation of the Closing Date, Borrower shall use commercially reasonable efforts to deliver to Agent, a duly executed Collateral Access Agreement, in form and substance satisfactory to Agent, with respect to the premises located at 1420 Xxxxx Xxxxx Xxxxx, Xxxxxxxxx, XX 00000recommendations set forth therein.

Conditions Subsequent. The obligation of the Lender Group (or any member thereof) Lenders to make any Advances hereunder at any time (or continue to extend any other credit hereunder) shall be hereunder is subject to the fulfillment, on or before the date applicable thereto, of the following conditions subsequent (the failure by Borrowers to so perform or cause to be performed such conditions subsequent as and when required by the satisfaction of Agent term thereof (or waiver therebyunless such date is extended, in writing, by Agent), of each of the post-closing covenants set forth below. Borrower shall, and shall cause its Subsidiaries to, satisfy each of the post-closing covenants set forth below within such covenant’s prescribed time period; provided that such covenants may be waived and/or time periods extended by Agent in its sole discretion. Borrower’s failure to satisfy any covenant within the prescribed time period shall constitute an Event of Default under the Agreement. Default): (a) Within 10 Business Days of thirty (30) days after the Closing DateDate (or such longer period as the Agent may reasonably agree), Borrower Borrowers shall deliver use commercially reasonable efforts to Agent obtain Lien Waivers for all of the original certificates representing the shares Project Vine Target’s leased locations and locations which are not owned by any Obligor where (i) Collateral with fair market value in excess of Stock pledged under the Security Agreement $100,000 ($500,000 with respect to each grape crush facilities) is stored or maintained or (ii) where any Obligor Project Vine Target maintains its books and records. (b) Within one hundred twenty (120) days after the Closing Date (or such longer period as the Agent may reasonably agree), all of Borrowers’ principal cash management and other treasury services (including deposit accounts, lockboxes, funds transfer, and other treasury management services) shall be maintained at Bank of the Pledged Companies West or one or more of the Lenders (except for Deposit Accounts that constitute Excluded Assets) and shall be subject to control agreements (in form and substance reasonably satisfactory to Agent), establishing Agent’s control over and first priority perfected Lien in such accounts, which control may be exercised exclusively by Agent during any Trigger Period. (c) Within one hundred twenty (120) days after the Closing Date (or such longer period as the Agent may reasonably agree), Borrowers will comply with the interest rate protection requirements set forth on Schedule 6 attached theretoin Section 10.1.10. (d) Within one hundred twenty (120) days after the Closing Date (or such longer period as the Agent may reasonably agree), together with a power endorsed in blank with respect to each such certificate; provided, that copies of such certificates Borrowers shall be have delivered to Agent on or before the Closing Date. Within 30 days a water rights assessment of the Closing Date, Borrower shall deliver to Agent, those duly executed Control Agreements required Real Estate owned by Section 6.11 of the Agreement such Borrowers and Section 6(c) the Security Agreementevidence, in form and substance reasonably satisfactory to Agent and to establish its primary depository and treasury management relationships with Wxxxx Fargo and its Affiliates. Within 60 days the Agent, of commercially reasonable implementation of the Closing Daterecommendations set forth therein. (e) Within thirty (30) days after the Third Amendment Effective Date (or such longer period as the Agent may reasonably agree), Borrower Borrowers shall use commercially reasonable efforts to deliver to Agent, a duly executed obtain Lien Waivers for all of KB Target’s leased locations where (i) Collateral Access Agreement, with fair market value in form and substance satisfactory to Agent, excess of $100,000 ($500,000 with respect to the premises located at 1420 Xxxxx Xxxxx Xxxxx, Xxxxxxxxx, XX 00000grape crush facilities) is stored or maintained or (ii) where KB Target maintains its books and records.

Conditions Subsequent. The obligation As a condition subsequent to the Initial Funding, Borrower shall perform or cause to be performed the following (the failure by Borrower to so perform or cause to be performed constituting an Event of Default): (a) Within 15 days of the Closing Date, deliver to Collateral Agent mortgages or deeds of trust, as appropriate, duly executed and in recordable form, and in form and substance satisfactory to the Agents, granting a first priority Lien in favor of Collateral Agent for the benefit of the Lender Group, in the NasGas Property in Breckinridge, Meade and Hardxx Xxxnties, Kentucky (the "New Mortgage"). (b) Within 15 days of the Closing Date, deliver to Collateral Agent the opinion of local counsel in Kentucky with respect to the New Mortgage, in form and substance satisfactory to the Agents. (c) Within 15 days of the Closing Date, either deliver to Collateral Agent a Control Agreement in form and substance satisfactory to the Agents, with respect to the Dreyfus Cash Management Accounts set forth on Schedule 9.03, duly executed and delivered by all parties thereto, or terminate the Dreyfus Cash Management Accounts. (d) Within 15 days of the Closing Date, deliver to Collateral Agent a notification letter, in form and substance satisfactory to Agents, duly acknowledged by Chase Bank of Texas, National Association, as escrow agent under the Escrow Agreement, with respect to the security interest of the Collateral Agent for the benefit of the Lender Group in such rights, title and interests Borrower may have in the escrow account which is the subject of the Escrow Agreement. (or any member thereofe) to make any Advances hereunder at any time (or to extend any other credit hereunder) shall be subject to Within 15 days of the fulfillmentClosing Date, establish a cash management system in compliance with the requirements of Section 2.15, to the satisfaction of Agent the Agents. (or waiver thereby), of each of the post-closing covenants set forth below. Borrower shall, and shall cause its Subsidiaries to, satisfy each of the post-closing covenants set forth below within such covenant’s prescribed time period; provided that such covenants may be waived and/or time periods extended by Agent in its sole discretion. Borrower’s failure to satisfy any covenant within the prescribed time period shall constitute an Event of Default under the Agreement. Within 10 Business Days of the Closing Date, Borrower shall deliver to Agent all of the original certificates representing the shares of Stock pledged under the Security Agreement with respect to each of the Pledged Companies set forth on Schedule 6 attached thereto, together with a power endorsed in blank with respect to each such certificate; provided, that copies of such certificates shall be delivered to Agent on or before the Closing Date. f) Within 30 days of the Closing Date, Borrower shall either deliver to Agent, those Collateral Agent duly executed Control Agreements required by Section 6.11 Lien releases or terminations terminating all of ECT's Liens in the Property of QSRD and its Subsidiaries to the satisfaction of the Agreement and Section 6(c) Agents, or demonstrate to the Security Agreement, in form and substance reasonably satisfactory to Agent and to establish its primary depository and treasury management relationships with Wxxxx Fargo and its Affiliates. Within 60 days satisfaction of the Closing Date, Agents that Borrower shall use commercially reasonable efforts is diligently pursuing its remedies to deliver to Agent, a duly executed Collateral Access enforce ECT's further assurance obligations under the Termination Agreement, in form and substance satisfactory to Agent, with respect to the premises located at 1420 Xxxxx Xxxxx Xxxxx, Xxxxxxxxx, XX 00000...

Conditions Subsequent. The obligation of Loan Parties shall satisfy the Lender Group (or any member thereof) to make any Advances hereunder at any time (or to extend any other credit hereunder) shall be subject to the fulfillment, to the satisfaction of Agent (or waiver thereby), of each of the post-closing covenants set forth below. Borrower shall, and shall cause its Subsidiaries to, satisfy each of the post-closing covenants set forth conditions described below within such covenant’s prescribed time period; provided that such covenants may be waived and/or the time periods provided therewith (unless extended by the Agent in its sole discretion). (a) Within forty-five (45) days following the Amendment No. Borrower’s failure 6 Effective Date, the Agent shall have received legal opinions covering the Loan Parties organized in Canada and the Netherlands from the Borrowers’ local legal counsel regarding certain customary matters relating to satisfy any covenant within the prescribed time period shall constitute an Event execution, delivery, and performance of Default this Amendment by the Loan Parties organized under the Agreement. Within 10 Business Days of the Closing Date, Borrower shall deliver to Agent all of the original certificates representing the shares of Stock pledged under the Security Agreement with respect to each of the Pledged Companies set forth on Schedule 6 attached thereto, together with a power endorsed in blank with respect to each such certificate; provided, that copies laws of such certificates shall be delivered to Agent on or before foreign jurisdictions and the Closing Date. Within 30 days validity, binding nature, and enforceability (as regards the Loan Parties) of this Amendment and the Closing Date, Borrower shall deliver to Agent, those duly executed Control Agreements required by Section 6.11 of the Loan Agreement and Section 6(c) the Security Agreementas amended hereby, in form and substance reasonably satisfactory to Agent and to establish its primary depository and treasury management relationships with Wxxxx Fargo and its AffiliatesAgent; (b) Within ten (10) days following the Amendment No. Within 60 days of the Closing 6 Effective Date, Borrower shall use commercially reasonable efforts to deliver to AgentAgent true and correct copies of each good standing certificate/certificate of status of the Loan Parties not previously delivered on or prior to the Amendment No. 6 Effective Date, certified by the applicable Governmental Authority of such Loan Party’s jurisdiction of incorporation, organization or formation dated a duly recent date prior to or after the date hereof; (c) Within ninety (90) days following the Amendment No. 6 Effective Date, with respect to the Mortgages in which the Maturity Date is stated therein, the Agent shall have received (i) counterparts executed Collateral Access Agreementby the applicable Loan Parties of an amendment to each such Mortgage to update the Maturity Date, in form and substance reasonably satisfactory to Agent, and (ii) evidence that the Borrowers have caused such amendments to be filed or recorded in the filing or recording offices in which such Mortgages are filed or recorded. Borrowers shall pay all filing and recording taxes and fees that are payable in connection with respect such amendments to the premises located at 1420 Xxxxx Xxxxx XxxxxMortgages; and (d) Within fifteen (15) days following the Amendment No. 6 Effective Date, Xxxxxxxxxthe Agent shall have received legal opinions covering the Loan Parties from the Borrowers’ legal counsel, XX 00000in customary form and substance.

Conditions Subsequent. The obligation (a) Within 10 days of the Lender Group (or any member thereof) to make any Advances hereunder at any time (or to extend any other credit hereunder) shall be subject to the fulfillmentdate of this Amendment, to the satisfaction of Agent (or waiver thereby), of each of the post-closing covenants set forth below. Borrower shall, and shall cause its Subsidiaries to, satisfy each of the post-closing covenants set forth below within such covenant’s prescribed time period; provided that such covenants may be waived and/or time periods extended by Agent in its sole discretion. Borrower’s failure to satisfy any covenant within the prescribed time period shall constitute an Event of Default under the Agreement. Within 10 Business Days of the Closing Date, Borrower Borrowers shall deliver to Agent all the Pledged Interests Addendum executed by Parent, whereby Parent pledges the stock of Avanex to Agent in connection with the Security Agreement; (b) Within 10 days of the original certificates representing date of this Amendment, Borrowers shall deliver to Agent the shares Pledged Interests Addendum executed by Avanex, whereby Avanex pledges the stock of Stock pledged under certain of its Subsidiaries to Agent in connection with the Security Agreement; (c) Within 15 days of the date of this Amendment, Borrowers shall deliver to Agent a fully executed copy of the Patent Security Agreement executed by Avanex and Agent, whereby Avanex agrees to grant Agent, for the ratable benefit of Lenders, a continuing first priority security interest over the Patent Collateral (as defined therein) of Avanex; (d) Within 15 days of the date of this Amendment, Borrowers shall deliver to Agent a fully executed copy of the Trademark Security Agreement executed by Avanex and Agent, whereby Avanex agrees to grant Agent, for the ratable benefit of Lenders, a continuing first priority security interest over the Trademark Collateral (as defined therein) of Avanex; (e) Within 45 days of the date of this Amendment, Borrowers shall use their commercially reasonable best efforts to deliver to Agent a Collateral Access Agreement with respect to each (i) 00000 Xxxxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx, and (ii) any other facilities located within the United States where Avanex’s assets therein are valued at more than: (y) $250,000 in the aggregate for all such facilities or (z) $100,000 with respect to any individual facility; (f) Within 45 days of the Pledged Companies set forth on Schedule 6 attached theretodate of this Amendment, together with a power endorsed in blank with respect to each such certificate; providedDeposit Account and Securities Account maintained in the United States and owned by Avanex, that copies of such certificates shall be delivered to Agent on or before the Closing Date. Within 30 days of the Closing Date, Borrower shall deliver to Agent, those duly executed Control Agreements required by Borrowers shall: (i) comply with Section 6.11 2.7 of the Agreement and Section 6(c(ii) the Security Agreement, in form and substance reasonably satisfactory either (x) deliver to Agent the Cash Management Agreements and Control Agreements with respect to establish its primary depository and treasury management relationships with Wxxxx Fargo and its Affiliates. Within 60 days of the Closing Daterelevant Deposit Account or Securities Account, Borrower shall use commercially reasonable efforts to deliver to Agent, a duly executed Collateral Access Agreement, each in form and substance satisfactory to Agent or (y) cause the relevant Deposit Account and Securities Account to be closed and provide Agent satisfactory written evidence of such closure, it being understood that such Deposit Accounts and Investment Accounts are subject to the limitation set forth in the Agreement; (g) Within 90 days of the date of this Amendment, if Avanex has not caused the dissolution of the following Avanex entities, then Avanex shall deliver to Agent a pledged interest addendum pledging a 100% interest of such entities as Collateral and stock certificates, together with stock powers with respect to the same: (i) Lamdaflex, Inc., a Delaware corporation; (ii) Pearl Acquisition Corp., a Delaware corporation; and (iii) Marley Acquisition Corporation, a Delaware corporation; (h) On the date on which Avanex becomes a Borrower or any portion of Avanex’s assets are included in the calculation of the Borrowing Base, Avanex shall deliver to Agent a pledged interest addendum pledging an interest (the percentage of which shall be determined at Agent’s discretion) as Collateral and stock certificates, together with stock powers with respect to the same, of the following foreign Subsidiaries: (i) Avanex (Thailand) Limited, a company organized under the laws of Thailand; (ii) Avanex OIF S.A., company organized under the laws of France; (iii) Avanex Communication Technologies Co. LTD, company organized under the laws of China; and (iv) any other direct foreign Subsidiaries of Avanex; and (i) Notwithstanding anything to the contrary contained within the Loan Documents, for a period through and including the earlier of: (i) 180 days from the date of this Amendment, or (ii) the date on which Avanex becomes a Borrower or any portion of Avanex’s assets are included in the calculation of the Borrowing Base, all representations and warranties in Article IV of the Agreement and Section 5 of the Security Agreement, with respect to the premises located at 1420 Xxxxx Xxxxx Xxxxxforeign Subsidiaries of Avanex, Xxxxxxxxxlisted in subsection (d) of this Section 8, XX 00000shall be true, correct, and complete to Parent’s and each Borrower’s actual knowledge. Thereafter, such foreign Subsidiaries of Avanex shall be deemed to be Subsidiaries under the Agreement and the other Loan Documents for all purposes, including for the purpose of the representations and warranties set forth therein.

Conditions Subsequent. 23.52.1 The obligation Borrower shall procure that: (a) the deletion of each Existing Collateral Ship listed in Schedule 2 (The Ships) from the flag of the Lender Group (or any member thereof) to make any Advances hereunder at any time (or to extend any other credit hereunder) shall be subject to Hellenic Republic and the fulfillment, to the satisfaction of Agent (or waiver thereby), relevant Registry and registration of each of such Existing Collateral Ship under another Flag State through the post-closing covenants set forth below. Borrower shall, and relevant Registry shall cause its Subsidiaries to, satisfy each of the post-closing covenants set forth below take place within such covenant’s prescribed time period; provided that such covenants may be waived and/or time periods extended by Agent in its sole discretion. Borrower’s failure to satisfy any covenant within the prescribed time period shall constitute an Event of Default under the Agreement. Within 10 Business Days of the Closing Date, Borrower shall deliver to Agent all of the original certificates representing the shares of Stock pledged under the Security Agreement with respect to each of the Pledged Companies set forth on Schedule 6 attached thereto, together with a power endorsed in blank with respect to each such certificate; provided, that copies of such certificates shall be delivered to Agent on or before the Closing Date. Within 30 days of the Closing Date, Borrower shall deliver to Agent, those duly executed Control Agreements required by Section 6.11 of the Agreement and Section 6(c) the Security Agreement, in form and substance reasonably satisfactory to Agent and to establish its primary depository and treasury management relationships with Wxxxx Fargo and its Affiliates. Within 60 days of the Closing first Utilisation Date; and (b) on the date of such registration of an Existing Collateral Ship listed in Schedule 2 (The Ships) under another Flag State through the relevant Registry, the Borrower shall use commercially reasonable efforts to deliver to Agent, a duly executed provide the Agent with the documents and evidence specified in Part I of Schedule 3 (Conditions Precedent) in respect of that Existing Collateral Access Agreement, Ship in form and substance satisfactory to the Agent. 23.52.2 The Borrower shall: (a) not later than 31 March 2006, provide to the Agent its professional risk management procedures as required under section 404 of the Xxxxxxxx-Xxxxx Act; and (b) provide confirmation to the Agent that all members of the Group are in compliance with such procedures on the due date for compliance under section 404 of the Xxxxxxxx-Xxxxx Act. 23.52.3 The Borrower shall, within one month of the first Utilisation Date, supply to the Agent evidence (in form and substance satisfactory to the Agent) that any unsatisfactory (as determined by the Agent) insurance policies effected in relation to the Terminal have been terminated and that appropriate insurance policies to replace such terminated policies have been placed in such terms, amounts and with such underwriters as the Agent may require and so that the Borrower is in compliance with its obligation to procure that the Group has adequate insurance cover under the relevant Transaction Documents. Upon the putting into place of such insurances, the relevant Group member shall forthwith grant Security to the Security Agent in respect of such policy or policies. 23.52.4 The Borrower shall, as soon as possible, but in any event within 120 days of the ISE-Navios Merger, advise the Agent of (a) the number of shareholders in ISE who have filed a petition in the Delaware Court of Chancery demanding that the Chancery Court determine the fair value of their shares and (b) the number of shares in ISE held by such shareholders. 23.52.5 In the event that, following the filing of any petition in the Delaware Court of Chancery referred to in clause 23.52.4, the finding of the Chancery Court requires the Borrower to make a payment to its shareholders of a sum in excess of US$5,000,000, the Borrower shall, as soon as possible, but in any event within 30 days of the date such payment is required to be made raise funds in an amount not less than the amount specified by the Chancery Court by way of: (a) a Permitted Share Issue of the Borrower; and/or (b) the borrowing of a subordinated loan from a person who is not a member of the Group provided such subordinated loan has a maturity date of not less than six years from the date it is made and is subordinated on terms satisfactory to the Agent. 23.52.6 The Borrower shall, within 60 days of the first Utilisation Date and in consultation with the Agent, with respect remedy (to the premises located at 1420 Xxxxx Xxxxx Xxxxxextent specified by the Agent) those Charters identified in the Charters and COAs Report which the Agent notifies the Borrower as being unsatisfactory. 23.52.7 The Borrower shall, Xxxxxxxxxwithin 10 days of the Utilisation Date of the Facility relating to an Additional Collateral Ship, XX 00000deliver to the Agent a copy of a certificate of financial responsibility for the relevant Additional Collateral Ship complying with the requirements of the United States Oil Pollution Act 1990 together with evidence of approval thereof by the relevant regulatory authority. 23.52.8 The Borrower shall, within 30 days of the first Utilisation Date, ensure that (a) the Operating Accounts are closed and (b) new accounts (the "NEW ACCOUNTS") have been opened in the name of the relevant members of the Group with the Agent in Hamburg in substitution of the Operating Accounts, (c) any balances then standing to the credit of an Operating Account shall be transferred forthwith to the corresponding New Account of the relevant member of the Group, (d) the New Accounts have become subject to Security in favour of the Security Agent or the other Secured Parties in the same manner as the Operating Accounts are subject to Security pursuant to the relevant Account Pledges, (e) the Finance Documents are amended in such manner as the Agent may require in its absolute discretion in connection with the matters referred to in this clause 23.52.8 and (f) forthwith following a demand made by the Agent, it shall reimburse the Agent or any other Finance Party in connection with any costs and expenses (including legal fees and expenses) incurred by it, in connection with the matters referred to in this clause 23.52.8.

Conditions Subsequent. The obligation (a) Within 90 days after the Effective Date, the Baytex LuxCo shall have executed and delivered to the Agent: (i) an agreement that amends and restates or replaces the Account Pledge Agreement dated as of March 31, 2016 between the Baytex Luxco and the Agent, which agreement shall, among other things, (A) update the description of the Lender Group Credit Agreement referred to therein to refer to this Agreement, (B) include the Cash Management Obligations in the obligations guarantee or secured thereby and (C) update references to affected accounts, together with any member thereof) to make any Advances hereunder at any time (or to extend any other credit hereunder) shall be subject to the fulfillment, to the satisfaction of Agent (or waiver thereby), of each of the post-closing covenants set forth below. Borrower shall, and shall cause its Subsidiaries to, satisfy each of the post-closing covenants set forth below within such covenant’s prescribed time period; provided that such covenants legal opinions as may be waived and/or time periods extended reasonably requested by Agent the Agent; (ii) a securities pledge agreement in its sole discretion. Borrower’s failure to satisfy any covenant within the prescribed time period shall constitute an Event respect of Default under the Agreement. Within 10 Business Days of the Closing Date, Borrower shall deliver to Agent all of the original certificates representing issued and outstanding shares in the shares of Stock pledged under U.S. Borrower, together with any legal opinions as may be reasonably requested by the Security Agreement Agent; and (iii) a confirmation and amendment with respect to each of all other Security previously executed and delivered by the Pledged Companies set forth on Schedule 6 attached theretoBaytex Luxco, together with a power endorsed provided that, the documents listed in blank with respect (i) to each such certificate; provided, that copies of such certificates (iii) above shall be delivered to Agent on or before the Closing Date. Within 30 days of the Closing Date, Borrower shall deliver to Agent, those duly executed Control Agreements required by Section 6.11 of the Agreement and Section 6(c) the Security Agreement, in form and substance reasonably satisfactory to Agent and to establish its primary depository and treasury management relationships with Wxxxx Fargo and its Affiliates. Within 60 days of the Closing Date, Borrower shall use commercially reasonable efforts to deliver to Agent, a duly executed Collateral Access Agreement, in form and substance satisfactory to the Agent and Lenders’ Counsel in their sole discretion. (b) Within 30 days after the Effective Date: (i) the U.S. Borrower shall have executed and delivered to the Agent an agreement that amends and restates or replaces the blocked account control agreement (“shifting control") dated as of May 17, 2016 between JPMorgan Chase Bank, N.A., the U.S. Borrower and the Agent, which agreement shall, among other things, (A) update the description of the Credit Agreement referred to therein to refer to this Agreement and (B) update references to affected accounts; such agreement shall be in form and substance satisfactory to the Agent and Lenders’ Counsel in their sole discretion; and (ii) the Agent and the Lenders shall have received such legal opinions with respect to laws of the premises located at 1420 Xxxxx Xxxxx XxxxxUnited States of America and supporting officer's certificates as reasonably requested by the Agent, Xxxxxxxxx, XX 00000each in form and substance satisfactory to the Agent and Lenders’ Counsel in their sole discretion.