any calendar month, in which
event the Administrative Agent may request such appraisals for the purpose of
redetermining the values of Equipment and real estate included in the Borrowing
Base.
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Section 5.11
Additional Collateral; Further Assurances.
(a)
Subject
to applicable law, each Loan Party shall, unless the Required Lenders otherwise
consent, cause each of its Subsidiaries (excluding any Foreign 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 the Joinder Agreement set
forth as Exhibit F hereto (the "Joinder Agreement") within thirty (30) days
after the formation or acquisition thereof. Upon execution and delivery thereof,
each such Person (i) shall automatically become a Loan Guarantor hereunder and
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 Administrative Agent and the
Lenders, in any property of such Loan Party which constitutes Collateral as set
forth in, and in accordance with, the Collateral Documents.
(B) EACH LOAN PARTY WILL CAUSE (I) 100% OF THE ISSUED AND OUTSTANDING EQUITY
INTERESTS OF EACH OF ITS DOMESTIC SUBSIDIARIES (EXCLUDING ANY IMMATERIAL
SUBSIDIARY) AND (II) 65% OF THE ISSUED AND OUTSTANDING EQUITY INTERESTS IN EACH
FOREIGN SUBSIDIARY (EXCLUDING, FOR THE AVOIDANCE OF DOUBT, CANADIAN FERTILIZERS,
LTD.) DIRECTLY OWNED BY THE BORROWER OR ANY DOMESTIC SUBSIDIARY THAT IS A LOAN
PARTY TO BE SUBJECT AT ALL TIMES TO A FIRST PRIORITY PERFECTED LIEN IN FAVOR OF
THE ADMINISTRATIVE AGENT 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 OF
ITS SUBSIDIARIES WHICH IS REQUIRED TO BECOME A LOAN PARTY PURSUANT TO THE TERMS
OF THIS AGREEMENT TO, EXECUTE AND DELIVER, OR CAUSE TO BE EXECUTED AND
DELIVERED, TO THE ADMINISTRATIVE AGENT SUCH DOCUMENTS AND AGREEMENTS, AND WILL
TAKE OR CAUSE TO BE TAKEN SUCH ACTIONS AS 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.
ARTICLE VI.
NEGATIVE COVENANTS
Until the Commitments have expired or been terminated and the principal of and
interest on each Loan and all fees payable hereunder have been paid in full and
all Letters of Credit have expired or terminated or been secured in accordance
with Section 2.07(j)(ii) and all LC Disbursements shall have been reimbursed,
each Loan Party executing this Agreement covenants and agrees, jointly and
severally with all of the Loan Parties executing this Agreement, with the
Lenders that:
Section 6.01
Indebtedness.
No Loan Party will, nor will it permit any
of its Subsidiaries to, create, incur or suffer to exist any Indebtedness,
except:
(A) THE OBLIGATIONS;
(B) INDEBTEDNESS EXISTING ON THE DATE HEREOF AND SET FORTH IN SCHEDULE 6.01 AND
EXTENSIONS, RENEWALS, REFINANCINGS AND REPLACEMENTS OF ANY