Additional Support Documents. Each Company will cause (i) every Included Country Operating Company and every Included Country Holding Company (excluding Dankalux Sarl, Danka Luxembourg Sarl and Restricted Subsidiaries) whether on the Closing Date or thereafter, to execute and deliver, (x) as promptly as practicable but in any event within 90 days after (A) the creation or Acquisition of any such Subsidiary operating in a country that is an Included Country at the time of its creation or Acquisition, or (B) such Subsidiary ceasing to be an Inactive Subsidiary, or (y) within 90 days after any country becomes an Included Country, a Guaranty, (ii) each Person owning any equity interest (other than directors’ qualifying shares) in each such Included Country Operating Company and each such Included Country Holding Company not owned by Dankalux Sarl or Restricted Subsidiaries to execute and deliver within the time period specified in clause (i) above a Pledge Agreement (or supplement to an existing Pledge Agreement of such Person) pledging such equity interest, together with such resolutions, stock certificates, opinions of counsel, incumbency certificates and other documentation as the Agent may reasonably require and (iii) each of the Companies and their Subsidiaries (each, a “Subject Entity”) operating in the United States or in the countries as to which security agreements or other arrangements referred to in Section 7.15 are required (each of the United States and such other countries being a “Subject Country”), to execute and deliver, as soon as practicable but in any event within 90 days after the creation or Acquisition of any Subject Entity, or (y) within 90 days after any country becomes a Subject Country, appropriate Security Agreements together with such resolutions, financing statements, opinions of counsel, incumbency certificates and other documentation as the Agent may reasonably require. Notwithstanding the foregoing provisions of this Section 7.8 and the definitions of “Included Country” and “Excluded Country” contained herein, (i) it is the intent of the parties hereto that not less than 85% of each of the consolidated revenues and the consolidated assets of Danka PLC and its Subsidiaries for every fiscal year during the term of this Agreement shall be attributable to the operations and assets of the Companies and the Guarantors and, in furtherance thereof, if at any time the addition of Guarantors shall be required to meet such thresholds, then the Companies shall promptly notify the Agent of such event which shall identify such additional country or countries which are to be treated as Included Countries, and shall promptly cause to be executed and delivered such additional Guaranties of all resulting Included Country Operating Companies and Included Country Holding Companies pertaining to such additional country or countries, appropriate Pledge Agreements (or supplements to existing Pledge Agreements), and related documents described in the first sentence of this Section 7.8 ; and (ii) in the event that, with respect to countries that become Included Countries after the date hereof (other than by election of the Companies pursuant to the immediately preceding clause (i)), the laws of, or action by a competent Governmental Authority in, the applicable Included Country (a “Governmental Impairment”) shall prohibit or would render unenforceable the Guaranties or Pledge Agreements otherwise required to be furnished pursuant to the first sentence of this Section 7.8 , then the Companies shall not be deemed to be in default in the performance of the provisions of this Section 7.8 if (A) the Companies shall (x) give prompt (but in no event later than 30 days after the creation or acquisition of such Subsidiary or such country becoming an Included Country) notice of the existence of any Governmental Impairment to the Agent, and (y) use, and cause the affected Subsidiaries to use, their best efforts to eliminate or cure the circumstances giving rise to such Governmental Impairment, and (B) excluding the Subsidiaries which remain subject to Governmental Impairments, not less than 85% of each of the consolidated revenues and the consolidated assets of Danka PLC and its Subsidiaries determined as at the end of the most recently ended fiscal year both before and after giving effect to such exclusion shall be attributable to the operations and assets of the Companies and the Guarantors. The Companies shall not make any Investments in any Guarantor (or in any Person which upon giving effect to such Investment would result in such Subsidiary being required to become a Guarantor), if the Guaranty of such Guarantor is limited as to amount unless the Majority Banks shall deem such Guaranty (or a Substitute Guaranty provided by such Guarantor together with such resolutions, opinions of counsel, incumbency certificates and other documentation as the Agent may require) in a sufficient amount (it being agreed that the Guaranties delivered and accepted as of the Closing Date are in a sufficient amount). At any time if the Majority Banks request a replacement Guaranty from a Guarantor, which has previously delivered a Guaranty in a limited amount, in a greater amount and the net worth of such Guarantor shall have increased materially since the delivery of its Guaranty, the Companies shall cause to be delivered to the Agent such a Guaranty in such greater amount as the Majority Banks may request, if permitted by applicable law, together with such resolutions, opinions of counsel, incumbency certificates and other documentation as the Agent may reasonably request.
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Additional Support Documents. Each Company (a) Interim will, and will cause each Subsidiary that is an Active Subsidiary and not a Foreign Subsidiary other than Spectrum, Spectrum Financial Corporation, Interim Receivables (i) every Included Country Operating Company and every Included Country Holding Company (excluding Dankalux Sarlbut only so long as Interim Receivables engages in no business other than as an intermediary in a Permitted Receivable Securitization), Danka Luxembourg Sarl and Restricted Subsidiaries) whether on the Closing Effective Date or thereafter, thereafter to execute and deliver, (x) deliver as promptly as practicable practical but in any event within 90 45 days after (A) the creation or Acquisition of any such Subsidiary operating in a country that is an Included Country at the time of its creation or Acquisition, or (B) such Subsidiary ceasing to be an Inactive Subsidiary, or (y) within 90 days after any country becomes an Included Country, a Guaranty, (ii) each Person owning any equity interest (other than directors’ qualifying shares) in each such Included Country Operating Company and each such Included Country Holding Company not owned by Dankalux Sarl or Restricted Subsidiaries to execute and deliver within the time period specified in clause (i) above a Pledge Agreement (or supplement to an existing Pledge Agreement of such Person) pledging such equity interest, together with such resolutions, stock certificates, opinions of counsel, incumbency certificates and other documentation as the Agent may reasonably require require.
(b) Interim will, and (iii) will cause each Subsidiary, to take such actions as are necessary or as the Agent may from time to time request to ensure that the Obligations are secured by a perfected Lien on 65% of each class of the Companies and their Subsidiaries capital stock of each Direct Foreign Subsidiary which is an Active Subsidiary (each, a “Subject Entity”other than an Excluded Subsidiary) operating in the United States or in the countries as to which security agreements or other arrangements referred to in Section 7.15 are required (each it being understood that within 45 days of the United States and such other countries being a “Subject Country”), to execute and deliver, as soon as practicable but in any event within 90 days after the creation or Acquisition of any Subject EntityDirect Foreign Subsidiary which is an Active Subsidiary or any Inactive Subsidiary which is a Direct Foreign Subsidiary becoming an Active Subsidiary, Interim will, or will cause its subsidiary, to execute and deliver a Pledge Agreement (yin such form and substance satisfactory to the Agent) within 90 days after any country becomes a Subject Country, appropriate Security Agreements pledging such stock together with such resolutions, financing statementsstock certificates, opinions of counsel, incumbency certificates and other documentation as the Agent may reasonably require. Notwithstanding .
(c) Interim shall deliver to the foregoing provisions of this Section 7.8 Agent and the definitions of “Included Country” and “Excluded Country” contained herein,
(i) it is the intent of the parties hereto that not less than 85% of each of the consolidated revenues and the consolidated assets of Danka PLC and its Subsidiaries for every fiscal year during the term of this Agreement shall be attributable to the operations and assets of the Companies and the Guarantors and, in furtherance thereof, if at any time Banks a revised Schedule 7.13 showing the addition of Guarantors shall be required to meet such thresholds, then the Companies shall promptly notify the Agent of such event which shall identify such additional country or countries which are to be treated as Included CountriesSubsidiaries, and such revised Schedule shall promptly cause to be executed replace the existing Schedule and delivered such additional Guaranties of all resulting Included Country Operating Companies and Included Country Holding Companies pertaining to such additional country or countries, appropriate Pledge Agreements (or supplements to existing Pledge Agreements), and related documents described in the first sentence of this Section 7.8 ; and
(ii) in the event that, with respect to countries that become Included Countries after the date hereof (other than by election of the Companies pursuant to the immediately preceding clause (i)), the laws of, or action by a competent Governmental Authority in, the applicable Included Country (a “Governmental Impairment”) shall prohibit or would render unenforceable the Guaranties or Pledge Agreements otherwise required to be furnished pursuant to the first sentence of this Section 7.8 , then the Companies shall not be deemed to be in default in the performance of the provisions have become a part of this Section 7.8 if Agreement.
(Ad) the Companies shall (x) give prompt (but in no event later than 30 days after the creation or acquisition of such Subsidiary or such country becoming an Included Country) notice of the existence of any Governmental Impairment to the Agent, and (y) use, and cause the affected Subsidiaries to use, their best efforts to eliminate or cure the circumstances giving rise to such Governmental Impairment, and (B) excluding the Subsidiaries which remain subject to Governmental Impairments, not less than 85% of each of the consolidated revenues and the consolidated assets of Danka PLC and its Subsidiaries determined as at the end of the most recently ended fiscal year both before and after giving effect to such exclusion shall be attributable to the operations and assets of the Companies and the Guarantors. The Companies shall not make any Investments in any Guarantor (or in any Person which upon giving effect to such Investment would result in such Subsidiary being required to become a Guarantor), if the Guaranty of such Guarantor is limited as to amount unless the Majority Banks shall deem such Guaranty (or a Substitute Guaranty provided by such Guarantor together with such resolutions, opinions of counsel, incumbency certificates and other documentation as the Agent may require) in a sufficient amount (it being agreed that the Guaranties delivered and accepted as of the Closing Date are in a sufficient amount). At any time if the Majority Banks request a replacement Guaranty from a Guarantor, which has previously delivered a Guaranty in a limited amount, in a greater amount and the net worth of such Guarantor shall have increased materially since the delivery of its Guaranty, the Companies Interim shall cause to be delivered to the Agent such a Guaranty in such greater amount other documents as the Majority Banks may request, if permitted be reasonably requested by applicable law, together with such resolutions, opinions of counsel, incumbency certificates and other documentation as the Agent from time to time with respect to the Support Documents, including without limitation such documents as may reasonably requestbe necessary to continue the liens in property pledged in favor of the Agent in connection with the transactions contemplated hereby.
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Additional Support Documents. Each Company (a) The Borrower will, and will cause (i) every Included Country Operating Company each Subsidiary that is an Active Subsidiary and every Included Country Holding Company (excluding Dankalux Sarlnot a Foreign Subsidiary, Danka Luxembourg Sarl and Restricted Subsidiaries) whether on the Closing Effective Date or thereafter, thereafter to execute and deliver, deliver (xi) as promptly as practicable practical but in any event within 90 45 days after (A) the creation or Acquisition of any such Subsidiary operating in a country that is an Included Country at the time of its creation or Acquisition, or (B) such Subsidiary ceasing to be an Inactive Subsidiary, or (y) within 90 days after any country becomes an Included Country, a Guaranty, and (ii) each Person owning any equity interest (other than directors’ qualifying shares) in each such Included Country Operating Company and each such Included Country Holding Company not owned by Dankalux Sarl or Restricted Subsidiaries Subsidiary to execute and deliver within the time period specified in clause (i) above a Pledge Agreement (or supplement to an existing Pledge Agreement of such Person) pledging such equity interest, together with such resolutions, stock certificates, opinions of counsel, incumbency certificates and other documentation as the Agent may reasonably require require.
(b) The Borrower will, and (iii) will cause each Subsidiary other than Spectrum, to take such actions as are necessary or as the Agent may from time to time request to ensure that the Obligations are secured by a perfected Lien on 65% of each class of the Companies and their Subsidiaries (each, a “Subject Entity”) operating in the United States or in the countries as to which security agreements or other arrangements referred to in Section 7.15 are required (capital stock of each Foreign Subsidiary it being understood that within 45 days of the United States and such other countries being a “Subject Country”), to execute and deliver, as soon as practicable but in any event within 90 days after the creation or Acquisition of any Subject EntityForeign Subsidiary or any Inactive Subsidiary which is a Foreign Subsidiary becoming an Active Subsidiary, or and to execute and deliver a Pledge Agreement (yin such form and substance satisfactory to the Agent) within 90 days after any country becomes a Subject Country, appropriate Security Agreements pledging such stock together with such resolutions, financing statementsstock certificates, opinions of counsel, incumbency certificates and other documentation as the Agent may reasonably require. Notwithstanding .
(c) The Borrower shall deliver to the foregoing provisions of this Section 7.8 Agent and the definitions of “Included Country” and “Excluded Country” contained herein,
(i) it is the intent of the parties hereto that not less than 85% of each of the consolidated revenues and the consolidated assets of Danka PLC and its Subsidiaries for every fiscal year during the term of this Agreement shall be attributable to the operations and assets of the Companies and the Guarantors and, in furtherance thereof, if at any time Lenders a revised SCHEDULE 7.13 showing the addition of Guarantors shall be required to meet such thresholds, then the Companies shall promptly notify the Agent of such event which shall identify such additional country or countries which are to be treated as Included CountriesSubsidiaries, and such revised Schedule shall promptly cause to be executed replace the existing Schedule and delivered such additional Guaranties of all resulting Included Country Operating Companies and Included Country Holding Companies pertaining to such additional country or countries, appropriate Pledge Agreements (or supplements to existing Pledge Agreements), and related documents described in the first sentence of this Section 7.8 ; and
(ii) in the event that, with respect to countries that become Included Countries after the date hereof (other than by election of the Companies pursuant to the immediately preceding clause (i)), the laws of, or action by a competent Governmental Authority in, the applicable Included Country (a “Governmental Impairment”) shall prohibit or would render unenforceable the Guaranties or Pledge Agreements otherwise required to be furnished pursuant to the first sentence of this Section 7.8 , then the Companies shall not be deemed to be in default in the performance of the provisions have become a part of this Section 7.8 if Agreement.
(Ad) the Companies shall (x) give prompt (but in no event later than 30 days after the creation or acquisition of such Subsidiary or such country becoming an Included Country) notice of the existence of any Governmental Impairment to the Agent, and (y) use, and cause the affected Subsidiaries to use, their best efforts to eliminate or cure the circumstances giving rise to such Governmental Impairment, and (B) excluding the Subsidiaries which remain subject to Governmental Impairments, not less than 85% of each of the consolidated revenues and the consolidated assets of Danka PLC and its Subsidiaries determined as at the end of the most recently ended fiscal year both before and after giving effect to such exclusion shall be attributable to the operations and assets of the Companies and the Guarantors. The Companies shall not make any Investments in any Guarantor (or in any Person which upon giving effect to such Investment would result in such Subsidiary being required to become a Guarantor), if the Guaranty of such Guarantor is limited as to amount unless the Majority Banks shall deem such Guaranty (or a Substitute Guaranty provided by such Guarantor together with such resolutions, opinions of counsel, incumbency certificates and other documentation as the Agent may require) in a sufficient amount (it being agreed that the Guaranties delivered and accepted as of the Closing Date are in a sufficient amount). At any time if the Majority Banks request a replacement Guaranty from a Guarantor, which has previously delivered a Guaranty in a limited amount, in a greater amount and the net worth of such Guarantor shall have increased materially since the delivery of its Guaranty, the Companies Borrower shall cause to be delivered to the Agent such a Guaranty in such greater amount other documents as the Majority Banks may request, if permitted be reasonably requested by applicable law, together with such resolutions, opinions of counsel, incumbency certificates and other documentation as the Agent from time to time with respect to the Support Documents, including without limitation such documents as may reasonably requestbe necessary to continue the liens in property pledged in favor of the Agent in connection with the transactions contemplated hereby.
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