in writing in its sole
discretion, acting reasonably).
† Represents material which has been redacted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential
treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.
74
SECTION 5.15
Additional Collateral; Further Assurances.
(A)
SUBJECT TO APPLICABLE LAW, THE BORROWER
SHALL CAUSE EACH SIGNIFICANT SUBSIDIARY FORMED OR ACQUIRED AFTER THE DATE OF
THIS AGREEMENT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT TO BECOME A LOAN
PARTY BY EXECUTING A LOAN GUARANTEE (OR A JOINDER AGREEMENT TO AN EXISTING LOAN
GUARANTEE) IN EITHER CASE IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT.
UPON EXECUTION AND DELIVERY THEREOF, EACH SUCH PERSON
(I) SHALL AUTOMATICALLY BECOME A GUARANTOR HEREUNDER AND (SUBJECT TO THE TERMS
OF THIS SECTION 5.15) THEREUPON SHALL HAVE ALL OF THE RIGHTS, BENEFITS, DUTIES,
AND OBLIGATIONS IN SUCH CAPACITY UNDER THE LOAN DOCUMENTS AND (II) WILL GRANT
LIENS TO THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE FINANCE PARTIES, IN
ANY PROPERTY OF SUCH LOAN PARTY WHICH CONSTITUTES COLLATERAL.
(B)
THE BORROWER WILL CAUSE ALL OF ITS ISSUED
AND OUTSTANDING EQUITY INTERESTS IN EACH OF ITS DIRECT AND INDIRECT SIGNIFICANT
SUBSIDIARIES TO BE SUBJECT AT ALL TIMES TO A FIRST PRIORITY, PERFECTED LIEN IN
FAVOUR OF THE ADMINISTRATIVE AGENT AS SECURITY FOR THE SECURED OBLIGATIONS
PURSUANT TO THE TERMS AND CONDITIONS OF THE LOAN DOCUMENTS OR OTHER SECURITY
DOCUMENTS AS THE ADMINISTRATIVE AGENT SHALL REASONABLY REQUEST.
(C)
WITHOUT LIMITING THE FOREGOING, EACH LOAN
PARTY WILL, AND WILL CAUSE EACH SIGNIFICANT SUBSIDIARY TO, EXECUTE AND DELIVER,
OR CAUSE TO BE EXECUTED AND DELIVERED, TO THE ADMINISTRATIVE AGENT SUCH
DOCUMENTS, AGREEMENTS AND INSTRUMENTS, AND WILL TAKE OR CAUSE TO BE TAKEN SUCH
FURTHER ACTIONS (INCLUDING THE FILING AND RECORDING OF FINANCING STATEMENTS,
FIXTURE FILINGS, MORTGAGES, DEEDS OF TRUST AND, IF REASONABLY REQUESTED BY
ADMINISTRATIVE AGENT, OTHER DOCUMENTS AND SUCH OTHER ACTIONS OR DELIVERIES OF
THE TYPE REQUIRED BY SECTION 4.01, AS APPLICABLE), WHICH ARE REQUIRED BY LAW OR
WHICH THE ADMINISTRATIVE AGENT MAY, FROM TIME TO TIME, REASONABLY REQUEST TO
CARRY OUT THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND TO ENSURE PERFECTION AND PRIORITY OF THE LIENS CREATED OR INTENDED
TO BE CREATED BY THE COLLATERAL DOCUMENTS, ALL AT THE EXPENSE OF THE LOAN
PARTIES.
(D)
IF ANY MATERIAL ASSETS (INCLUDING ANY REAL
PROPERTY) HAVING A VALUE IN EXCESS OF $25,000,000 ARE ACQUIRED BY ANY LOAN PARTY
AFTER THE EFFECTIVE DATE (OTHER THAN ASSETS CONSTITUTING COLLATERAL UNDER THE
SECURITY DOCUMENTS THAT BECOME SUBJECT TO THE LIENS IN FAVOUR OF THE
ADMINISTRATIVE AGENT UPON ACQUISITION THEREOF), THE BORROWER WILL NOTIFY THE
ADMINISTRATIVE AGENT AND THE LENDERS THEREOF, AND, IF REQUESTED BY THE
ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS, THE BORROWER WILL CAUSE SUCH
ASSETS TO BE SUBJECTED TO A LIEN SECURING THE SECURED OBLIGATIONS AND WILL TAKE,
AND CAUSE THE APPLICABLE LOAN PARTY TO TAKE, SUCH ACTIONS AS SHALL BE NECESSARY
OR REASONABLY REQUESTED BY