Common use of Guaranties; Security Clause in Contracts

Guaranties; Security. (a) Within 45 days of (x) the formation or acquisition of any entity which meets the definition of a Guarantor, or a Subsidiary becoming a Material Subsidiary (in each case, other than BRP LLC, a Delaware limited liability company) or (y) the acquisition by any Grantor of any property (other than real property) which would constitute Collateral but for the fact that it is not already subject to the Collateral Documents, the Borrower shall, in each case, at the Borrower’s expense: (i) cause any Subsidiary which meets the definition of a Guarantor, to duly execute and deliver to the Administrative Agent for the benefit of the Lenders a joinder to the Guaranty Agreement to become a Guarantor pursuant to the Loan Documents; (ii) furnish to the Administrative Agent a description of any Material Leased Property and Material Owned Real Property of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent; (iii) other than with respect to any Material Leased Property or Material Owned Real Property of such Subsidiary, take, and cause any applicable Grantor to take, whatever action (including supplements to the Security Agreement and other security and pledge agreements, in all such cases, in form and substance reasonably satisfactory to the Collateral Agent (including delivery of any Pledged Equity Interests which are certificated (accompanied by undated stock powers executed in blank) and instruments evidencing the Pledged Debt indorsed in blank, in each case, to the extent required by the Security Agreement)) required to subject the applicable assets of such new Guarantor or such acquired property to a legal, valid and enforceable first priority perfected Lien (subject to Permitted Liens) in favor of the Collateral Agent for the benefit of the Secured Parties, in all such cases to the same extent that such documents and instruments would have been required to have been delivered by Persons that were Grantors on the Closing Date, securing payment of the Secured Obligations; and

Guaranties; Security. (a) Within 45 days of (x) the formation or acquisition of any entity which meets the definition of a Guarantor, or a Subsidiary becoming a Material Subsidiary (in each case, other than BRP LLC, a Delaware limited liability company) or (y) the acquisition by any Grantor of any property (other than real property) which would constitute Collateral but for the fact that it is not already subject to the Collateral Documents, the Borrower shall, in each case, at the Borrower’s expense: (i) cause any Subsidiary which meets the definition of a Guarantor, to duly execute and deliver to the Administrative Agent for the benefit of the Lenders a joinder to the Guaranty Agreement to become a Guarantor pursuant to the Loan Documents; (ii) furnish to the Administrative Agent a description of any Material Leased Property and Material Owned Real Property of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent; (iii) other than with respect to any Material Leased Property or Material Owned Real Property of such Subsidiary, take, and cause any applicable Grantor to take, whatever action (including supplements to the Security Agreement and other security and pledge agreements, in all such cases, in form and substance reasonably satisfactory to the Collateral Agent (including delivery of any Pledged Equity Interests which are certificated (accompanied by undated stock powers executed in blank) and instruments evidencing the Pledged Debt indorsed in blank, in each case, to the extent required by the Security Agreement)) required to subject the applicable assets of such new Guarantor or such acquired property to a legal, valid and enforceable first priority perfected Lien (subject to Permitted Liens) in favor of the Collateral Agent for the benefit of the Secured Parties, in all such cases to the same extent that such documents and instruments would have been required to have been delivered by Persons that were Grantors on the Closing Date, securing payment of the Secured Obligations; and (iv) upon the request of the Collateral Agent in its reasonable discretion, a signed copy of an opinion, addressed to the Collateral Agent and the other Secured Parties, of counsel for the applicable Grantors reasonably acceptable to the Collateral Agent, as to the validity and enforceability of the agreements entered into pursuant to this Section 5.13(a) and as to such other related matters as the Collateral Agent may reasonably request. (b) Within 90 days of (x) any entity (other than BRP LLC, a Delaware limited liability company) becoming a Guarantor pursuant to Section 5.13(a) above, (y) the acquisition by any Grantor of any Material Leased Property or Material Owned Real Property or (z) any property of any Grantor becoming Material Leased Property or Material Owned Real Property after the Closing Date, the Borrower shall, in each case, at the Borrower’s expense: (i) take, and cause such Person to take, whatever action (including the recording of Mortgages and the filing of Uniform Commercial Code financing statements) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on such Material Leased Property and Material Owned Real Property; and (ii) upon the request of the Collateral Agent in its reasonable discretion, a signed copy of an opinion, addressed to the Collateral Agent and the other Secured Parties, of counsel for the applicable Grantors reasonably acceptable to the Collateral Agent, as to the validity and enforceability of the agreements entered into pursuant to this Section 5.13(b) and as to such other related matters as the Collateral Agent may reasonably request. (c) The time periods set forth in this Section 5.13 may be extended upon the request of the Borrower, if the Borrower and the Grantors are diligently pursuing same, in the reasonable discretion of the Administrative Agent. Any documentation delivered pursuant to this Section 5.13 shall constitute a Loan Document hereunder and any such document creating or purporting to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties shall constitute a Collateral Document hereunder. (d) Notwithstanding anything to the contrary in this Section 5.13, with respect to any Material Leased Property with respect to which any Grantor is the lessee and which is required to be encumbered with a first priority Mortgage pursuant to this Section 5.13, (i) the Borrower shall use commercially reasonable efforts to obtain (y) (1) a memorandum of lease in recordable form with respect to such leasehold interest, executed and acknowledged by the lessor of such leasehold interest, or (2) evidence that the applicable lease with respect to such leasehold interest or a memorandum thereof has been recorded in all places necessary, in the Collateral Agent’s reasonable judgment, to give constructive notice to third-party purchasers of such leasehold interest, and (z) any lessor consent or approval of such Mortgage as may be required pursuant to the terms of the applicable lease with respect to such leasehold interest; and (ii) if the Borrower shall fail to obtain the documents referred to in clauses (y) or (z) above with respect to any such leasehold interest, after using commercially reasonable efforts to do so, the Borrower shall have no further obligation to comply with this Section 5.13(d) with respect to the applicable Material Leased Property. As used in this Section 5.13(d), “commercially reasonable efforts” shall require the Borrower to commence the matter referred to with diligence and in a manner consistent with customary business practices, but shall not require that the Borrower commence litigation or expend any sums of money except such sums as may be required to compensate a lessor for reasonable expenses in reviewing the applicable documentation (including reasonable legal fees in connection with such review). The Borrower shall promptly, upon reasonable request, provide the Collateral Agent with a report in reasonable detail summarizing the commercially reasonable efforts undertaken to obtain the items referenced in this Section 5.13(d).