Delivery of Security. (a) The Parent will use its reasonable efforts to deliver on the Issue Date or as soon as practicable thereafter (i) pledges (or charges) of shares in the Issuer and the U.S. Guarantors (other than the Parent), and, subject to filing, the Luxembourg Guarantors, and evidence of the deposit for filing, application for registration thereof or compliance with other similar requirements, (ii) financial pledges and executed registered pledge agreements, subject to registration, of the Polish Guarantors shall be required to be so pledged on the Issue Date, (iii) pledges of, or in the applicable jurisdictions, assignments of rights under, each Specified Bank Account of the Issuer and each Guarantor (other than the Russian Guarantors) as of the Issue Date, and (iv) a pledge (or assignment) of the Intercompany Loan made by the Issuer to CEDC International sp. z.o.o. and, upon funding, pledges (or assignments) of the Intercompany Loan made by the Issuer to Jelegat Holdings Limited and the RAG On-Loans. (b) The Parent shall use its reasonable efforts to, within 15 Business Days after the Issue Date or as soon as reasonably practicable thereafter, (i) deliver pledges of shares in the Cyprus Guarantors, and (ii) deliver pledge agreements, and evidence of the filing thereof for registration with the appropriate authority, over the Intellectual Property Rights. (c) The Parent shall use its reasonable efforts to, within two months after the Issue Date or as soon as reasonably practicable thereafter, (i) deliver registered pledges of participatory interests of or shares in, as appropriate, the Russian Guarantors; (ii) deliver a registered business quota pledge of the Bols Hungary Kft; (iii) deliver assignment of rights under each non-Russian Specified Bank Account and withdrawal rights agreements for each Russian Specified Bank Account of the Russian Guarantors, and (iv) deliver mortgage agreements and evidence of filing motions with the appropriate Polish registry to register mortgages over the real property and fixtures of CEDC International production plants and (v) deliver pledges agreements and evidence of filing motions with the appropriate Polish registry to register registered pledges over shares in Polish Guarantors and registered pledges over rights under Specified Bank Accounts of the Polish Guarantors. (d) The Parent shall use its reasonable efforts to deliver within six months after the Issue Date or as soon as reasonably practicable thereafter, signed and registered mortgage agreements evidencing the creation of the mortgages over real property, land rights and fixtures (to the extent qualified as real property under Russian law) of the Siberian Distillery and First Kupazhniy Factory owned by the Russian Alcohol Guarantors. (e) At any time that the Issuer or any Guarantor creates, acquires or otherwise owns or holds a Specified Bank Account after the Issue Date, the Parent shall use reasonable efforts to deliver pledges or, in the applicable jurisdictions, assignments of rights under each Specified Bank Account (or withdrawal rights agreements in the case of any Russian Specified Bank Account of a Russian Guarantor) as promptly as reasonably practicable. (f) With respect to any security that may be required to be given in respect of Specified Bank Accounts that is not currently permitted by Existing Indebtedness, the Parent shall use reasonable efforts to obtain relevant consents or amendments to allow such security to be given upon or prior to the requirement so arising. In obtaining any consent or amendment required in respect of any such security agreed to be provided, no covenant herein shall require that the Parent or any of its subsidiaries pay any fee or other payment that is unduly burdensome, as determined in the good faith judgment of the senior officers or Board of Directors of the Parent.
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Delivery of Security. (a) The Parent will use its reasonable efforts to deliver on the Issue Effective Date or as soon as practicable thereafter (i) pledges (or charges) of shares in the Issuer and the U.S. Guarantors (other than the Parent), and, subject to filing, the Luxembourg Guarantors, and evidence of the deposit for filing, application for registration thereof or compliance with other similar requirements, (ii) financial pledges and executed registered pledge agreements, subject to registration, of the shares of the Polish Guarantors shall be required to be so pledged on the Issue DateGuarantors, (iii) pledges of, or in the applicable jurisdictions, assignments of rights under, each Specified Bank Account of the Issuer and each Guarantor (other than the Russian Guarantors) as of the Issue Effective Date, and (iv) a pledge (or assignment) of the Intercompany Loan made by the Issuer to CEDC International spSp. z.o.oz o.o. and, upon funding, pledges (or assignments) of the Intercompany Loan made by the Issuer to Jelegat Holdings Limited and the RAG On-Loans.
(b) The Parent shall use its reasonable efforts to, within 15 Business Days after the Issue Effective Date or as soon as reasonably practicable thereafter, (i) deliver pledges of shares in the Cyprus Guarantors, and (ii) deliver pledge agreements, and evidence of the filing thereof for registration with the appropriate authority, over the Intellectual Property Rights.
(c) The Parent shall use its reasonable efforts to, within two months after the Issue Effective Date or as soon as reasonably practicable thereafter, (i) deliver registered pledges of participatory interests of or shares in, as appropriate, the Russian Guarantors; (ii) deliver a registered business quota pledge of the Bols Hungary Kft; (iii) deliver assignment of rights under each non-Russian Specified Bank Account and withdrawal rights agreements for each Russian Specified Bank Account of the Russian Guarantors, and (iv) deliver mortgage agreements and evidence of filing motions with the appropriate Polish registry to register mortgages over the real property and fixtures of CEDC International production plants and (v) deliver pledges agreements and evidence of filing motions with the appropriate Polish registry to register registered pledges over shares in Polish Guarantors and registered pledges over rights under Specified Bank Accounts of the Polish Guarantors.
(d) The Parent shall use its reasonable efforts to deliver within six months after the Issue Effective Date or as soon as reasonably practicable thereafter, signed and registered mortgage agreements evidencing the creation of the mortgages over real property, land rights and fixtures (to the extent qualified as real property under Russian law) of the Siberian Distillery and First Kupazhniy Factory owned by the Russian Alcohol Guarantors.
(e) At any time that the Issuer or any Guarantor creates, acquires or otherwise owns or holds a Specified Bank Account after the Issue Effective Date, the Parent shall use reasonable efforts to deliver pledges or, in the applicable jurisdictions, assignments of rights under each Specified Bank Account (or withdrawal rights agreements in the case of any Russian Specified Bank Account of a Russian Guarantor) as promptly as reasonably practicable.
(f) With respect to any security that may be required to be given in respect of Specified Bank Accounts that is not currently permitted by Existing Indebtedness, the Parent shall use reasonable efforts to obtain relevant consents or amendments to allow such security to be given upon or prior to the requirement so arising. In obtaining any consent or amendment required in respect of any such security agreed to be provided, no covenant herein shall require that the Parent or any of its subsidiaries pay any fee or other payment that is unduly burdensome, as determined in the good faith judgment of the senior officers or Board of Directors of the Parent.
(g) At any time that the Issuer or any Restricted Subsidiary creates, acquires or otherwise owns Specified Intellectual Property Rights after the Effective Date, the Parent shall use reasonable efforts to deliver pledges or, in the applicable jurisdictions, assignments of rights relating to such Specified Intellectual Property Rights as promptly as reasonably practicable provided that the Parent shall not be required to deliver pledges or assignments of rights relating to Specified Intellectual Property Rights if (i) such a pledge or assignment would result in a violation of any applicable law or director’s duties or breach of any contract in existence on the date hereof or on the date that such Specified Intellectual Property Right is created or acquired and such breach cannot be avoided without unreasonable efforts; or (ii) the costs of granting such pledge or assignment would be disproportionate relative to the value of the such Specified Intellectual Property Right as determined by the directors of the Parent acting in good faith.
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Delivery of Security. (a) The Parent will use its reasonable efforts to deliver on the Issue Effective Date or as soon as practicable thereafter (i) pledges (or charges) of shares in the Issuer and the U.S. Guarantors (other than the Parent), and, subject to filing, the Luxembourg Guarantors, and evidence of the deposit for filing, application for registration thereof or compliance with other similar requirements, (ii) financial pledges and executed registered pledge agreements, subject to registration, of the shares of the Polish Guarantors shall be required to be so pledged on the Issue DateGuarantors, (iii) pledges of, or in the applicable jurisdictions, assignments of rights under, each Specified Bank Account of the Issuer and each Guarantor (other than the Russian Guarantors) as of the Issue Effective Date, and (iv) a pledge (or assignment) of the Intercompany Loan made by the Issuer to CEDC International spSp. z.o.oz o.o. and, upon funding, pledges (or assignments) of the Intercompany Loan made by the Issuer to Jelegat Holdings Limited and the RAG On-Loans.
(b) The Parent shall use its reasonable efforts to, within 15 Business Days after the Issue Effective Date or as soon as reasonably practicable thereafter, (i) deliver pledges of shares in the Cyprus Guarantors, and (ii) deliver pledge agreements, and evidence of the filing thereof for registration with the appropriate authority, over the Intellectual Property Rights.
(c) The Parent shall use its reasonable efforts to, within two months after the Issue Effective Date or as soon as reasonably practicable thereafter, (i) deliver registered pledges of participatory interests of or shares in, as appropriate, the Russian Guarantors; (ii) deliver a registered business quota pledge of the Bols Hungary Kft; (iii) deliver assignment of rights under each non-Russian Specified Bank Account and withdrawal rights agreements for each Russian Specified Bank Account of the Russian Guarantors, and (iv) deliver mortgage agreements and evidence of filing motions with the appropriate Polish registry to register mortgages over the real property and fixtures of CEDC International production plants and (v) deliver pledges agreements and evidence of filing motions with the appropriate Polish registry to register registered pledges over shares in Polish Guarantors and registered pledges over rights under Specified Bank Accounts of the Polish Guarantors.
(d) The Parent shall use its reasonable efforts to deliver within six months after the Issue Effective Date or as soon as reasonably practicable thereafter, signed and registered mortgage agreements evidencing the creation of the mortgages over real property, land rights and fixtures (to the extent qualified as real property under Russian law) of the Siberian Distillery and First Kupazhniy Factory owned by the Russian Alcohol Guarantors.
(e) At any time that the Issuer or any Guarantor creates, acquires or otherwise owns or holds a Specified Bank Account after the Issue Effective Date, the Parent shall use reasonable efforts to deliver pledges or, in the applicable jurisdictions, assignments of rights under each Specified Bank Account (or withdrawal rights agreements in the case of any Russian Specified Bank Account of a Russian Guarantor) as promptly as reasonably practicable.
(f) With respect to any security that may be required to be given in respect of Specified Bank Accounts that is not currently permitted by Existing Indebtedness, the Parent shall use reasonable efforts to obtain relevant consents or amendments to allow such security to be given upon or prior to the requirement so arising. In obtaining any consent or amendment required in respect of any such security agreed to be provided, no covenant herein shall require that the Parent or any of its subsidiaries pay any fee or other payment that is unduly burdensome, as determined in the good faith judgment of the senior officers or Board of Directors of the Parent.
(g) At any time that the Issuer or any Restricted Subsidiary creates, acquires or otherwise owns Specified Intellectual Property Rights after the Effective Date, the Parent shall use reasonable efforts to deliver pledges or, in the applicable jurisdictions, assignments of rights relating to such Specified Intellectual Property Rights as promptly as reasonably practicable provided that the Parent shall not be required to deliver pledges or assignments of rights relating to Specified Intellectual Property Rights if (i) such a pledge or assignment would result in a violation of any applicable law or director’s duties or breach of any contract in existence on the date hereof or on the date that such Specified Intellectual Property Right is created or acquired and such breach cannot be avoided without unreasonable efforts; or (ii) the costs of granting such pledge or assignment would be disproportionate relative to the value of the such Specified Intellectual Property Right as determined by the directors of the Parent acting in good faith.]
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