Additional Post Closing Covenants. The Company hereby agrees, on its behalf and on behalf of its Subsidiaries that, in addition to all other terms, conditions and provisions set forth in this Agreement and the other Transaction Documents, the Company and the Subsidiaries shall satisfy each of the conditions subsequent set forth below on or before the date applicable thereto (it being understood that (i) the failure to perform or cause to be performed any such condition subsequent on or before the date applicable thereto shall constitute an Event of Default and (ii) to the extent that the existence of any such condition subsequent would otherwise cause any representation, warranty or covenant in this Agreement or any other Transaction Document to be breached, the Required Holders hereby waive such breach for the period from the Closing Date until the date on which such condition subsequent is required to be fulfilled pursuant to this Section 4(r): (i) Within sixty (60) days of the date hereof (or such later date as may be agreed in writing by the Collateral Agent in its sole discretion), the Company Borrower will use commercially reasonable efforts to deliver to the Collateral Agent such depository account, blocked account, lockbox account, securities account and similar agreements and other documents, each in form and substance satisfactory to the Collateral Agent (it being agreed that the form of blocked account agreement delivered under the Credit Agreement shall be satisfactory), with respect to the Company’s and its Subsidiaries’ cash management system. (ii) Within forty-five (45) days of the date hereof (or such later date as may be agreed in writing by the Collateral Agent in its sole discretion), the Company Borrower will use commercially reasonable efforts to deliver to the Collateral Agent a landlord waiver duly executed by the applicable landlord (in form and substance satisfactory to the Collateral Agent and which may be included as a provision contained in the relevant lease) (it being agreed that the form of landlord waiver delivered under the Credit Agreement shall be satisfactory) for each leased facility set forth on Schedule 4(r) leased by the Company and its Subsidiaries. (iii) Within forty-five (45) days of the date hereof (or such later date as may be agreed in writing by the Collateral Agent in its sole discretion), the Company will use commercially reasonable efforts to deliver to the Collateral Agent a collateral access agreement, in form and substance satisfactory to the Collateral Agent (it being agreed that the form of collateral access agreement delivered under the Credit Agreement shall be satisfactory), with respect to any Collateral stored on the premises of a bailee, warehouseman, or similar party, providing for access to Collateral located on such premises in order to remove such Collateral from such premises during an Event of Default.
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Additional Post Closing Covenants. The Company hereby agreesNo later than 30 days following the date hereof, on its behalf and on behalf of its Subsidiaries that, in addition to all other terms, conditions and provisions set forth in this Agreement the Cayman Seller and the other Transaction Documents, the Company and the Subsidiaries Servicers shall satisfy each of the conditions subsequent set forth below on or before the date applicable thereto deliver (it being understood that (i) the failure to perform or cause to be performed any such condition subsequent on or before delivered) to the date applicable thereto shall constitute an Event Agent, each of Default the following:
(i) a fully executed Account Pledge Agreement executed by the Cayman Seller and the Agent with respect to the RBS GBP Collection Account and the RBS USD Collection Account, in form and substance reasonably satisfactory to the Agent; and
(ii) the account number for the RBS GBP Collection Account and the RBS USD Collection Account. Each of the following shall be a “Termination Event”:
(a) any Servicer, Originator or Seller shall fail to make when due any payment or deposit to be made by it under the extent that the existence of any such condition subsequent would otherwise cause any representation, warranty or covenant in this Agreement or any other Transaction Document and such failure shall continue unremedied for two (2) Business Days; or
(b) Manitowoc (or any Affiliate thereof) shall fail to transfer to any successor Servicer when required any rights, pursuant to the Agreement, which Manitowoc (or such Affiliate) then has as Servicer; or
(c) any representation or warranty or certification made or deemed made by any Seller, Originator or Servicer (or any of their respective officers) under or in connection with the Agreement or any other Transaction Document or any information or report delivered by any Seller or Servicer pursuant to the Agreement shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered; or
(d) any Seller, Originator or Servicer shall fail to perform or observe any other term, covenant or agreement contained in the Agreement or any other Transaction Document on its part to be breachedperformed or observed, or any Seller shall fail to enforce any rights under any Transaction Document against any Originator or shall give up any such rights, and any such failure (or such giving up) shall remain unremedied for ten (10) Business Days after such Seller, Originator or Servicer, as applicable, has notice or knowledge thereof (or, with respect to a failure to deliver a Monthly Report or Daily Report pursuant to the Agreement, such failure shall remain unremedied for two (2) Business Days); or
(e) any Seller, Originator or Servicer shall fail to pay any principal of or premium or interest on any of its Debt (or Buy-Back Obligations, as defined in the Credit Agreement) which is outstanding in a principal amount of at least (x) in the case of any Originator or Servicer, ten million dollars ($10,000,000) or, in the case of one or both of the Sellers (together in the aggregate), ten thousand dollars ($10,000), in any case, in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement, mortgage, indenture or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement, mortgage, indenture or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement, mortgage, indenture or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the Required Holders hereby waive maturity of such breach for Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the period from stated maturity thereof; or
(f) the Agreement or any Investment or Reinvestment pursuant to the Agreement (including, without limitation, the deemed Investment occurring on the Closing Date until the date on which such condition subsequent is required to be fulfilled pursuant to Section 1.3(a) of the Agreement) shall for any reason (other than pursuant to the terms hereof) (i) cease to create, or cease to be, a valid and enforceable perfected ownership or security interest in each Pool Receivable and the Related Security and Collections and other proceeds with respect thereto, free and clear of any Adverse Claim or (ii) cease to create with respect to the Pool Assets, or the interest of the Purchaser with respect to the Pool Assets shall cease to be, a valid and enforceable first priority perfected ownership or security interest, free and clear of any Adverse Claim; or
(g) any Seller, Manitowoc, any Originator, any Servicer that is an Affiliate of Manitowoc or any other Subsidiary of Manitowoc or any Originator shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally as such debts become due (Zahlungsunfähigkeit), is threatened with insolvency (drohende Zahlungsunfähigkeit) or, solely with respect to any German Originator, any German Servicer or any such Affiliate organized under German law or whose chief executive office or principal place of business is in Germany, is “overindebted” (überschuldet; provided that “overindebted” in this case is used with a meaning equivalent to, and not broader than, überschuldet), or shall make a general assignment for the benefit of creditors or commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or, for any of the reasons set out in §§ 17 to 19 (inclusive) of the German Insolvency Code (Insolvenzordnung); or any proceeding shall be instituted by or against any Seller, Manitowoc, any Originator or any such Servicer seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, receivership, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, insolvency administrator, custodian or other similar official for it or for any substantial part of its property or with respect to any German Servicer or German Originator (i) the commencement of insolvency proceedings (Eröffnung des Insolvenzverfahrens) pursuant to the provisions of the German Insolvency Code (Insolvenzordnung), or (ii) the ordering by the insolvency court of a general prohibition of disposal (allgemeines Verfügungsverbot) or the order by the insolvency court that such German Servicer or German Originator may only dispose of its assets with the consent of a preliminary insolvency administrator pursuant to Section 4(r):21 para. 2 No. 2 of the German Insolvency Code (Insolvenzordnung) and, in the case of any such proceeding instituted against it (but not instituted by it), either (a) such proceeding shall remain undismissed or unstayed for a period of sixty (60) days, or (b) in any such proceeding, there is entered an order for relief against, or there is appointed a receiver, trustee, insolvency administrator, custodian or other similar official for, it or for any substantial part of its property) or any Seller, Manitowoc, any Originator or any such Servicer shall take any corporate action to authorize any of the actions set forth above in this paragraph (g); or
(h) as of the last day of any calendar month, the arithmetic average for the most recent three calendar months of (A) the Default Ratios shall exceed five and one-half percent (5.5%), or (B) the Dilution Ratios shall exceed eight percent (8.0%); or
(i) Within sixty the Purchased Assets Coverage Percentage shall exceed one hundred percent (60100%) days of the date hereof and such condition shall continue unremedied for more than two (or such later date as may be agreed 2) consecutive Business Days; or
(j) a Change in writing by the Collateral Agent in its sole discretion), the Company Borrower will use commercially reasonable efforts to deliver to the Collateral Agent such depository account, blocked account, lockbox account, securities account and similar agreements and other documents, each in form and substance satisfactory to the Collateral Agent (it being agreed that the form of blocked account agreement delivered under the Credit Agreement Control shall be satisfactory), occur with respect to the Company’s and its Subsidiaries’ cash management system.Manitowoc or any Seller; or
(iik) Within forty-the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to any assets of any Seller or any Originator and such lien or any other lien filed thereunder shall not have been released within ten (10) Business Days, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of any Seller or any Originator and such lien shall not have been released within five (455) days of the date hereof (or such later date as may be agreed in writing by the Collateral Agent in its sole discretion), the Company Borrower will use commercially reasonable efforts to deliver to the Collateral Agent a landlord waiver duly executed by the applicable landlord (in form and substance satisfactory to the Collateral Agent and which may be included as a provision contained in the relevant lease) (it being agreed that the form of landlord waiver delivered under the Credit Agreement shall be satisfactory) for each leased facility set forth on Schedule 4(r) leased by the Company and its Subsidiaries.Business Days; or
(iiil) Within forty-five a Servicer Default shall occur; or
(45m) days of the date hereof (or such later date as may be agreed in writing by the Collateral Agent in its sole discretion), the Company will use commercially reasonable efforts to deliver to the Collateral Agent a collateral access agreement, in form Purchase and substance satisfactory to the Collateral Agent (it being agreed that the form of collateral access agreement delivered under the Credit Agreement Sale Termination Event shall be satisfactory), with respect to any Collateral stored on the premises of a bailee, warehouseman, or similar party, providing for access to Collateral located on such premises in order to remove such Collateral from such premises during an Event of Default.occur; or
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