OF SECURITIZATION VEHICLE.
BORROWER
SHALL CAUSE PLAYTEX A/R LLC, A DELAWARE LIMITED LIABILITY COMPANY, TO MERGE INTO
BORROWER, WITH BORROWER AS A SURVIVING ENTITY, ON THE CLOSING DATE AND SHALL
DELIVER EVIDENCE THEREOF TO AGENT.
2.9
FURTHER ASSURANCES.
(A)
EACH CREDIT PARTY SHALL, FROM TIME TO TIME,
EXECUTE SUCH GUARANTIES, FINANCING STATEMENTS, DOCUMENTS, SECURITY AGREEMENTS
AND REPORTS AS AGENT OR REQUISITE LENDERS AT ANY TIME MAY REASONABLY REQUEST TO
EVIDENCE, PERFECT OR OTHERWISE IMPLEMENT THE GUARANTIES AND SECURITY FOR
REPAYMENT OF THE OBLIGATIONS CONTEMPLATED BY THE LOAN DOCUMENTS.
(B)
IN THE EVENT THAT, AFTER THE CLOSING DATE,
ANY CREDIT PARTY ACQUIRES AN OWNERSHIP INTEREST IN FEE SIMPLE IN ANY REAL
PROPERTY WHICH HAS A FAIR MARKET VALUE IN EXCESS OF $1,000,000 OR WHICH IS
ADJACENT OR CONTIGUOUS TO ANY REAL PROPERTY SUBJECT TO MORTGAGE, SUCH CREDIT
PARTY SHALL DELIVER TO AGENT A FULLY EXECUTED MORTGAGE OR DEED OF TRUST OVER
SUCH REAL PROPERTY IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT,
TOGETHER WITH SUCH TITLE INSURANCE POLICIES, SURVEYS, EVIDENCE OF INSURANCE,
LEGAL OPINIONS, ENVIRONMENTAL ASSESSMENTS AND OTHER DOCUMENTS AND CERTIFICATES
AS SHALL BE REASONABLY REQUIRED BY AGENT.
(C)
EACH CREDIT PARTY SHALL (I) CAUSE EACH
PERSON, UPON ITS BECOMING A DOMESTIC SUBSIDIARY OF SUCH CREDIT PARTY (PROVIDED,
THAT THIS SHALL NOT BE CONSTRUED TO CONSTITUTE CONSENT BY ANY OF THE LENDERS TO
ANY TRANSACTION REFERRED TO ABOVE WHICH IS NOT EXPRESSLY PERMITTED BY THE TERMS
OF THIS AGREEMENT), PROMPTLY TO GUARANTY THE OBLIGATIONS AND TO GRANT TO AGENT,
FOR THE BENEFIT OF AGENT AND LENDERS, A SECURITY INTEREST IN THE REAL, PERSONAL
AND MIXED PROPERTY OF SUCH PERSON TO SECURE THE OBLIGATIONS AND (II) PLEDGE, OR
CAUSE TO BE PLEDGED, TO AGENT, FOR THE BENEFIT OF AGENT AND LENDERS, ALL OF THE
STOCK OF ANY ADDITIONAL SUBSIDIARY OF ANY CREDIT PARTY TO SECURE THE
OBLIGATIONS; PROVIDED, THAT WITH RESPECT TO ANY PERSON THAT BECOMES A FOREIGN
SUBSIDIARY OF A CREDIT PARTY HEREUNDER, NOT MORE THAN 65% OF THE VOTING STOCK IN
SUCH FOREIGN SUBSIDIARY WILL BE REQUIRED TO BE PLEDGED TO SECURE THE
OBLIGATIONS.
THE DOCUMENTATION FOR SUCH GUARANTY, SECURITY AND PLEDGE SHALL BE
SUBSTANTIALLY SIMILAR TO THE LOAN DOCUMENTS EXECUTED CONCURRENTLY HEREWITH WITH
SUCH MODIFICATIONS AS ARE REASONABLY REQUESTED BY AGENT AND AS ARE ACCEPTABLE TO
BORROWER, WHICH ACCEPTANCE SHALL NOT BE UNREASONABLY DENIED, CONDITIONED OR
DELAYED BY BORROWER, AND SHALL BE ACCOMPANIED BY SUCH OPINIONS, CERTIFICATES AND
OTHER DOCUMENTS AND INSTRUMENTS AS REASONABLY REQUESTED BY AGENT.
SECTION 3.
NEGATIVE COVENANTS
Each Credit Party executing this Agreement jointly and severally agrees as to
all Credit Parties that from and after the date hereof until the Termination
Date:
3.1
INDEBTEDNESS.
THE CREDIT PARTIES SHALL NOT
AND SHALL NOT CAUSE OR PERMIT THEIR SUBSIDIARIES DIRECTLY OR INDIRECTLY TO
CREATE, INCUR, ASSUME, OR OTHERWISE BECOME OR REMAIN DIRECTLY OR INDIRECTLY
LIABLE WITH RESPECT TO ANY INDEBTEDNESS (OTHER THAN PURSUANT TO A CONTINGENT
OBLIGATION PERMITTED UNDER SECTION 3.4) EXCEPT:
26
(A)
THE OBLIGATIONS;
(B)
INDEBTEDNESS CONSISTING OF INTERCOMPANY
LOANS AND ADVANCES MADE