Certain Post Closing Covenants. (a) On or before the date the Final Order is entered, the Borrower shall cause each of Canadian-Montana Pipe Line Company and Risk Partners Assurance, Ltd. to guarantee the Obligations and pledge substantially all of its assets to secure such Guaranty; provided that the Borrower shall not be so obligated if, in the reasonable determination of the Agent in its sole discretion, such guarantee or pledge shall cause a material cash tax liability for the Borrower and its Subsidiaries (other than Excluded Subsidiaries) taken as a whole or otherwise impose a material regulatory or other material economic burden on the Borrower and its Subsidiaries (other than Excluded Subsidiaries). (b) On or before October 3, 2003, the Borrower shall (i) take or cause to be taken such action as is requested by the Agent to cause the Capital Stock of any Subsidiary pledged as Collateral that is represented by an “uncertificated security” for purposes of the UCC to be represented by a “certificated security” for purposes of the UCC and (ii) cause such certificate or instrument to be delivered to the Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC, and otherwise comply with the terms of the Security Agreement with respect to such Capital Stock. (c) On or before September 23, 2003, the Agent and the Lenders shall have received the business plan of the Borrower and its Subsidiaries (other than Excluded Subsidiaries), which business plan shall include a financial history on a monthly basis for the Borrower and its Subsidiaries (other than Excluded Subsidiaries) for the fiscal period ending June 30, 2004 and projections on a monthly basis for the Fiscal Years ending December 31, 2003 and 2004 (with the projections for Fiscal Year 2003 to be from September 1 through December 31, 2003), prepared by the Loan Parties and in form and substance acceptable to the Agent and the Lenders. (d) On or before September 26, 2003, the Borrower shall deliver, or cause to be delivered, all original stock certificates, notes and instruments, together with blank undated stock powers (in form reasonably acceptable to the Agent), with respect to all Pledged Collateral (as defined in the Security Agreement). (e) On or before October 3, 2003, the Borrower shall cause the Capital Stock of Risk Partners Assurance, Ltd. to be pledged to the Agent for the benefit of the Secured Parties pursuant to Collateral Documents (including, without limitation, a charge or other pledge agreement pursuant to Bermuda law) in form and substance reasonably satisfactory to the Agent. (f) The Loan Parties will cooperate with the Agent in connection with the completion of all Lien searches reasonably requested by the Agent. (g) The Loan Parties shall promptly, but in any event within sixty days of the Effective Date, take all actions necessary to ensure that all material Patents, Trademarks, and Copyrights pledged pursuant to the Security Agreement, including, without limitation, those set forth on Exhibit D thereto, are submitted for registration with the Patent and Trademark Officer under the current names of the respective entities owning such Patents, Trademarks, and Copyrights. (i) On or before September 26, 2003, the Loan Parties shall deliver to the Agent Schedules 1(a), 5.21 and 6.21 to this Agreement and Exhibit G to the Security Agreement and (ii) on or before October 3, 2003, the Loan Parties shall deliver to the Agent Schedule 5.32 and 5.33 to this Agreement and Exhibits A and F to the Security Agreement, each of such schedules and exhibits to be in form and substance acceptable to the Agent in its sole discretion, such schedules and exhibits to be annexed to this Agreement and the Security Agreement pursuant to amendments to this Agreement and the Security Agreement (such amendments to be in form and substance satisfactory to the Agent).
Appears in 1 contract
Certain Post Closing Covenants. Within 30 days from the Closing Date the Borrower agrees to (a) On or before with respect to the date Foreign Subsidiaries listed on Schedule 5.14(a), deliver the Final Order is enteredcertificates and documents (translated into English) that are listed and described in Section 4.01(f)(ii), (b) with respect to the Foreign Subsidiaries that are listed on Schedule 5.14(b), deliver the documents and instruments listed and described by Section 4.01(f)(iii) and (c) with respect to the Foreign Subsidiaries that are listed on Schedule 5.14(c), deliver certificates of Capital Stock, stock powers and other documents and instruments described in Section 4.01(c)(iii) and/or such other evidence as may be required pursuant to Section 4.01(c)(vii) to evidence that the Administrative Agent (on behalf of the Lenders) holds a perfected, first priority Lien on the Capital Stock of such Foreign Subsidiaries. With respect to those Foreign Subsidiaries that are Wholly Owned Subsidiaries and listed on Schedule 5.14(b), the Borrower shall agrees to cause each such Foreign Subsidiaries to execute and deliver to the Borrower, and then to the Administrative Agent pursuant to the Pledge Agreement, all within 30 days from the Closing Date, Intercompany Notes executed on behalf of Canadian-Montana Pipe Line Company such Foreign Subsidiaries. With respect to those Foreign Subsidiaries that are Restricted Subsidiaries and Risk Partners Assurancelisted on Schedule 5.14(c), Ltd. to guarantee the Obligations and pledge substantially all of its assets to secure such Guaranty; provided that the Borrower shall not be so obligated ifagrees to deliver a letter from its counsel in each applicable jurisdiction setting forth the steps and procedures required to perfect a Lien on the Capital Stock of that Foreign Subsidiary pursuant to the laws of such jurisdiction. It is understood and agreed that, with respect to any Foreign Subsidiary listed on Schedule 5.14(a) (b) or (c), until the covenants and requirements set forth in this Section 5.14 with respect to such Foreign Subsidiary have been satisfied in full, in the reasonable determination opinion of the Agent in its sole discretionAgents, such guarantee or pledge Foreign Subsidiary shall cause not be deemed to be a material cash tax liability "Foreign Subsidiary" for the Borrower and its Subsidiaries purposes of activities permitted pursuant to Article 6 of this Agreement (other than Excluded SubsidiariesSections 6.01(k) taken as a whole or otherwise impose a material regulatory or other material economic burden on the Borrower and its Subsidiaries (other than Excluded Subsidiaries6.01(l)).
(b) On or before October 3, 2003, the Borrower shall (i) take or cause to be taken such action as is requested by the Agent to cause the Capital Stock of any Subsidiary pledged as Collateral that is represented by an “uncertificated security” for purposes of the UCC to be represented by a “certificated security” for purposes of the UCC and (ii) cause such certificate or instrument to be delivered to the Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC, and otherwise comply with the terms of the Security Agreement with respect to such Capital Stock.
(c) On or before September 23, 2003, the Agent and the Lenders shall have received the business plan of the Borrower and its Subsidiaries (other than Excluded Subsidiaries), which business plan shall include a financial history on a monthly basis for the Borrower and its Subsidiaries (other than Excluded Subsidiaries) for the fiscal period ending June 30, 2004 and projections on a monthly basis for the Fiscal Years ending December 31, 2003 and 2004 (with the projections for Fiscal Year 2003 to be from September 1 through December 31, 2003), prepared by the Loan Parties and in form and substance acceptable to the Agent and the Lenders.
(d) On or before September 26, 2003, the Borrower shall deliver, or cause to be delivered, all original stock certificates, notes and instruments, together with blank undated stock powers (in form reasonably acceptable to the Agent), with respect to all Pledged Collateral (as defined in the Security Agreement).
(e) On or before October 3, 2003, the Borrower shall cause the Capital Stock of Risk Partners Assurance, Ltd. to be pledged to the Agent for the benefit of the Secured Parties pursuant to Collateral Documents (including, without limitation, a charge or other pledge agreement pursuant to Bermuda law) in form and substance reasonably satisfactory to the Agent.
(f) The Loan Parties will cooperate with the Agent in connection with the completion of all Lien searches reasonably requested by the Agent.
(g) The Loan Parties shall promptly, but in any event within sixty days of the Effective Date, take all actions necessary to ensure that all material Patents, Trademarks, and Copyrights pledged pursuant to the Security Agreement, including, without limitation, those set forth on Exhibit D thereto, are submitted for registration with the Patent and Trademark Officer under the current names of the respective entities owning such Patents, Trademarks, and Copyrights.
(i) On or before September 26, 2003, the Loan Parties shall deliver to the Agent Schedules 1(a), 5.21 and 6.21 to this Agreement and Exhibit G to the Security Agreement and (ii) on or before October 3, 2003, the Loan Parties shall deliver to the Agent Schedule 5.32 and 5.33 to this Agreement and Exhibits A and F to the Security Agreement, each of such schedules and exhibits to be in form and substance acceptable to the Agent in its sole discretion, such schedules and exhibits to be annexed to this Agreement and the Security Agreement pursuant to amendments to this Agreement and the Security Agreement (such amendments to be in form and substance satisfactory to the Agent).
Appears in 1 contract