Common use of Agreements of the Borrower Clause in Contracts

Agreements of the Borrower. The Borrower (a) will, upon request of the Administrative Agent, execute such financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed appropriate by the Administrative Agent) and do such other acts and things, as the Administrative Agent may reasonably request in connection with the perfection and enforcement of the security interest granted hereunder; (b) will cause the Administrative Agent’s security interest in Investment Property to be and remain continuously perfected by Control (free of all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (c) will keep its records concerning the Collateral in such a manner as will enable the Administrative Agent or its designees to determine at any time the status of the Collateral; (d) will furnish the Administrative Agent such information concerning the Borrower, the Collateral and the Securities Intermediary as the Administrative Agent may from time to time reasonably request; (e) will, upon request of the Administrative Agent, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateral, a notation, in form satisfactory to the Administrative Agent, of the security interest of the Administrative Agent hereunder; and (f) will reimburse the Administrative Agent for all expenses, including reasonable attorneys’ fees and legal expenses, incurred by the Administrative Agent in seeking to collect or enforce any rights in respect of the Collateral. Any reasonable expenses incurred by the Administrative Agent in protecting, preserving and maintaining any Collateral shall be borne by the Borrower. Whenever a Default shall be existing, the Borrower shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and the Borrower shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all reasonable costs and expenses incurred by the Administrative Agent in the exercise of its rights under this Section 4. Notwithstanding the foregoing, the Administrative Agent shall have no obligations or liabilities regarding any of the Collateral by reason of, or arising out of, this Agreement.

Agreements of the Borrower. The Borrower (a) willSubject to the terms and conditions hereof, upon request for so long as this Agreement has not been terminated or except as expressly waived by each Participating Lender in writing from any of the Administrative Agent, execute such financing statements following obligations: (i) the Borrower agrees to (A) use commercially reasonable efforts to support and complete the Transactions and all other documents (and pay the cost of filing or recording the same in all public offices actions reasonably deemed appropriate by the Administrative Agent) and do such other acts and things, as the Administrative Agent may reasonably request contemplated in connection therewith and under the Definitive Documents and (B) not take any actions inconsistent with this Agreement; (ii) the perfection and enforcement Borrower agrees that none of Casa nor the Borrower shall (directly or indirectly) solicit, initiate, encourage, propose or agree to any dissolution, winding up, liquidation, receivership, assignment for the benefit of creditors, restructuring, reorganization, workout, extension, plan of reorganization, plan of liquidation, debt investment consisting of debt for borrowed money, tender offer, financing consisting of debt for borrowed money, refinancing, recapitalization, debt exchange, amendment or waiver of the security interest granted hereunder; (b) will cause Existing Credit Agreement or any forbearance from the Administrative Agent’s security interest in Investment Property to be and remain continuously perfected by Control (free exercise of any rights or remedies thereunder or similar transaction involving all other liens, claims and rights of third parties whatsoever, other than Permitted Liens) to secure the payment of the Liabilities; (c) will keep its records concerning the Collateral in such a manner as will enable the Administrative Agent or its designees to determine at any time the status of the Collateral; (d) will furnish the Administrative Agent such information concerning the Borrower, the Collateral and the Securities Intermediary as the Administrative Agent may from time to time reasonably request; (e) will, upon request of the Administrative Agent, stamp on its records concerning the Collateral, and add on all Chattel Paper constituting a portion of the Collateralassets or debt of the Borrower, unless either (A) all of the outstanding Obligations (as defined in the Existing Credit Agreement) shall be repaid in full in cash in connection therewith or (B) all Participating Lenders at the relevant time (who are not otherwise in breach of their obligations or have not otherwise terminated their obligations under this Agreement) are provided the opportunity by the Borrower to participate in such transaction on the same terms and conditions, pro rata based on their ownership of the Existing Loans as among such Participating Lenders (and their affiliates) at any relevant time; and (iii) the Borrower agrees to provide any notices to, and use commercially reasonable efforts to obtain the consent of, any third parties required in order to consummate the Transactions as promptly as practicable, including, without limitation, providing notice to and using commercially reasonable efforts to obtain the execution by the Agent of any Definitive Documents to which the Agent is a notationnecessary party. (b) Subject to Section 5(a)(ii), nothing in this Agreement shall require the Borrower or the boards of directors, boards of managers, or similar governing bodies of the Borrower, based on the advice of outside legal counsel, in form satisfactory good faith, to take any action or to refrain from taking any action with respect to the Administrative AgentTransactions to the extent the Borrower (or such governing body), reasonably determines that taking or failing to take such action would be inconsistent with applicable law or its fiduciary obligations under applicable law, and any such action or inaction pursuant to this Section 5(b) shall not be deemed to constitute a breach of this Agreement. The Borrower shall notify ▇▇▇▇ of any determination to take any action or to refrain from taking any action pursuant to this Section 5(b) at least two (2) business days prior to when it intends to take such action or inaction. This Section 5(b) shall not impede any Party’s right to terminate this Agreement pursuant to Section 7 hereof, including on account of any action or inaction the Borrower or a governing body of the security interest of the Administrative Agent hereunder; and (f) will reimburse the Administrative Agent for all expenses, including reasonable attorneys’ fees and legal expenses, incurred by the Administrative Agent in seeking Borrower may take pursuant to collect or enforce any rights in respect of the Collateral. Any reasonable expenses incurred by the Administrative Agent in protecting, preserving and maintaining any Collateral shall be borne by the Borrower. Whenever a Default shall be existing, the Borrower shall at the request of the Administrative Agent do any and all lawful acts and execute any and all proper documents required by the Administrative Agent in aid of such enforcement and the Borrower shall promptly, upon demand, reimburse and indemnify the Administrative Agent for all reasonable costs and expenses incurred by the Administrative Agent in the exercise of its rights under this Section 4. Notwithstanding the foregoing, the Administrative Agent shall have no obligations or liabilities regarding any of the Collateral by reason of, or arising out of, this Agreement5(b).