Certain Obligations Respecting Subsidiaries Further Assurances. (a) Such Obligor will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Domestic Subsidiaries are “Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing, in the event that any Obligor or any of its Domestic Subsidiaries shall form or acquire any new Subsidiary, such Obligor will (or will cause such Subsidiary to) no later than within 60 days of such formation or acquisition:
(i) cause such new Domestic Subsidiary to become a “Subsidiary Guarantor” hereunder pursuant to a Guarantee Assumption Agreement;
(ii) take such action or cause such Domestic Subsidiary to take such action (including joining the Security Agreement, delivering such shares of stock together with undated transfer powers executed in blank) as shall be necessary to create and perfect valid and enforceable first priority (subject to Permitted Priority Liens) Liens on substantially all of the personal property of such new Domestic Subsidiary as collateral security for the obligations of such new Domestic Subsidiary hereunder;
(iii) to the extent that the parent of such Subsidiary is not a party to the Security Agreement or has not otherwise pledged Equity Interests in its Subsidiaries in accordance with the terms of the Security Agreement and this Agreement, cause the parent of such Subsidiary to execute and deliver a pledge agreement in favor of the Collateral Agent, for the benefit of the Secured Parties, in respect of all outstanding issued shares of such Subsidiary if it is a Domestic Subsidiary or 65% of the issued shares of such Subsidiary if it is a Foreign Subsidiary, to the extent not prohibited or otherwise restricted by applicable law;
(iv) with respect to any Subsidiary, deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as the Lender shall have requested; and
(v) shall cause each new Subsidiary to become party to the Intercompany Subordination Agreement.
(b) Such Obligor will, and will cause each of its Subsidiaries to, take such action from time to time as shall reasonably be requested by the Lender to effectuate the purposes and objectives of this Agreement. Without limiting the generality of the foregoing, each Obligor will, and will cause each Person that is required to be a Subsidiary Guarantor to, take such action from time to...
Certain Obligations Respecting Subsidiaries Further Assurances of the Loan Agreement is hereby amended by deleting Sections 6.08(a) and (b) in their entirety and substituting in lieu thereof the following:
Certain Obligations Respecting Subsidiaries Further Assurances. 60 Section 8.13. Termination of Non-Permitted Liens61 Section 8.14. Intellectual Property62 Section 8.15. ERISA Compliance62 Section 8.16. Cash Management.62 Section 8.17. Post-Closing Obligations63
Certain Obligations Respecting Subsidiaries Further Assurances. Anything in this Amendment No. 1 or in the Credit Agreement as amended hereby notwithstanding, the Parent and the Borrower hereby agree to comply with the requirements of Section 6.10 of the Credit Agreement as amended hereby with respect to the Target and its Subsidiaries within five Business Days from the date hereof. Failure to observe or perform this covenant shall constitute an Event of Default under clause (d) of Article VIII of the Credit Agreement as amended hereby.
Certain Obligations Respecting Subsidiaries Further Assurances
