LIEN IN
FAVOR OF AGENT (FOR THE BENEFIT OF SECURED PARTIES) ON ALL COLLATERAL OF SUCH
PERSON, INCLUDING DELIVERY OF SUCH LEGAL OPINIONS, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO AGENT, AS IT SHALL DEEM APPROPRIATE.
AT THE BORROWER
AGENT'S REQUEST, ANY SUBSIDIARY REFERRED TO HEREIN CAN BE DESIGNATED A BORROWER
RATHER THAN A GUARANTOR AS PROVIDED IN THE JOINDER AGREEMENT.
NO PROPERTY OF
ANY SUBSIDIARY REFERRED TO HEREIN SHALL BE PERMITTED TO BE INCLUDED IN THE
BORROWING BASE UNTIL AGENT HAS RECEIVED AND APPROVED, IN ITS CREDIT JUDGMENT,
(A) A COLLATERAL EXAMINATION OR AUDIT WITH RESPECT TO SUCH PROPERTY, INCLUDING
AN APPRAISAL BY AN INDEPENDENT APPRAISAL FIRM REASONABLY ACCEPTABLE TO AGENT,
(B) ALL UCC, PPSA OR OTHER SEARCH RESULTS NECESSARY TO CONFIRM AGENT'S FIRST
PRIORITY LIEN (SUBJECT TO LIENS PERMITTED WITH RESPECT TO ELIGIBLE ACCOUNTS AND
ELIGIBLE INVENTORY BY THE RESPECTIVE DEFINITION THEREOF) ON ALL OF SUCH
PROPERTY, AND (C) SUCH CUSTOMARY CERTIFICATES (INCLUDING A SOLVENCY
CERTIFICATE), RESOLUTIONS, FINANCIAL STATEMENTS, LEGAL OPINIONS, AND OTHER
DOCUMENTATION AS AGENT MAY REASONABLY REQUEST (INCLUDING AS REQUIRED BY
SECTIONS 10.1.1 AND 10.1.11).
78
B.
IF, AT ANY TIME AND FROM TIME TO TIME AFTER THE CLOSING DATE, ANY
SUBSIDIARY THAT IS NOT AN OBLIGOR BECAUSE IT IS AN INSIGNIFICANT SUBSIDIARY
(I) CEASES TO BE AN INSIGNIFICANT SUBSIDIARY AS OF THE END OF THE MOST RECENTLY
ENDED FISCAL QUARTER OR (II) IS REQUESTED IN WRITING BY THE BORROWER AGENT TO BE
AN OBLIGOR UNDER THE LOAN DOCUMENTS, SUCH SUBSIDIARY SHALL BECOME AN OBLIGOR
PURSUANT TO THE TERMS HEREOF, AND THE BORROWER AGENT AND THE OTHER OBLIGORS
SHALL, NOT LATER THAN FORTY-FIVE (45) DAYS AFTER THE END OF SUCH FISCAL QUARTER,
CAUSE SUCH SUBSIDIARY TO BECOME AN OBLIGOR AND TO EXECUTE ALL APPLICABLE
DOCUMENTS IN RESPECT THEREOF AS REQUIRED BY CLAUSE (A) ABOVE.
10.1.10
EXISTENCE.
EXCEPT AS OTHERWISE PERMITTED HEREUNDER, EACH OBLIGOR
WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO, AT ALL TIMES PRESERVE AND KEEP
IN FULL FORCE AND EFFECT ITS EXISTENCE AND ALL RIGHTS AND FRANCHISES, LICENSES
AND PERMITS MATERIAL TO ITS BUSINESS; PROVIDED, NO OBLIGOR OR ANY OF ITS
SUBSIDIARIES SHALL BE REQUIRED TO PRESERVE ANY SUCH EXISTENCE, RIGHT OR
FRANCHISE, LICENSES AND PERMITS IF THE PRESERVATION THEREOF IS NO LONGER
DESIRABLE IN THE CONDUCT OF THE BUSINESS OF SUCH PERSON AND THAT THE LOSS
THEREOF IS NOT DISADVANTAGEOUS IN ANY MATERIAL RESPECT TO SUCH PERSON OR TO
LENDERS.
10.1.11
FURTHER ASSURANCES.
AT ANY TIME OR FROM TIME TO TIME UPON THE
REQUEST OF AGENT, EACH OBLIGOR WILL, AT ITS EXPENSE, PROMPTLY EXECUTE,
ACKNOWLEDGE AND DELIVER SUCH FURTHER DOCUMENTS AND DO SUCH OTHER ACTS AND THINGS
AS AGENT MAY REASONABLY REQUEST IN ORDER TO EFFECT FULLY THE PURPOSES OF THE
LOAN DOCUMENTS.
IN FURTHERANCE AND NOT IN LIMITATION OF THE FOREGOING, EACH
OBLIGOR SHALL TAKE SUCH ACTIONS AS AGENT MAY REASONABLY REQUEST FROM TIME TO
TIME TO ENSURE THAT THE OBLIGATIONS ARE GUARANTIED BY THE GUARANTORS AND ARE
SECURED BY THE COLLATERAL OF THE BORROWERS AND THE GUARANTORS.
NOTWITHSTANDING
ANYTHING