Common use of Post-Closing Undertakings Clause in Contracts

Post-Closing Undertakings. Within (a) Following the Closing Date, within the time periods specified on Schedule 6.16 hereto (as each may be extended by the Blackstone Credit Representative in its reasonable discretion), provide such Collateral Documents and complete such undertakings as are set forth on Schedule 6.16 hereto. (b) Within sixty (60) days after the Third Amendment Effective Date (or by such later date as may be agreed by the Blackstone Credit Representative in its reasonable discretion), the Loan Parties shall cause each such Subsidiary that is not an Excluded Subsidiary as of the Third Amendment Effective Date, including any Subsidiary organized, formed or incorporated in Canada or the United Kingdom, to (i) duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement{, in form and substance reasonably satisfactory to the Blackstone Credit Representative, }guaranteeing the Obligations and a joinder or supplement to the applicable Collateral Documents (or enter into separate security documents governed by the laws of the UK or Canada, as applicable, in each case, for purposes of granting security over the Collateral of such Subsidiary), (ii) (if not already so delivered) deliver certificates representing the Pledged Interests of each such Subsidiary (if any) held by the applicable Borrower Party accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the Pledged Debt owing by such Subsidiary to any Borrower Party indorsed in blank to the Collateral Agent, together with, supplements to the Security Agreement and (iii) deliver any additional documentation required pursuant to Section 6.12 and under the other Loan Documents. (c) Within thirty (30) days after the Third Amendment Effective Date (or by such later date as may be agreed by the Blackstone Credit Representative in its reasonable discretion), the Borrower shall cause to be delivered to the Blackstone Credit Representative and the Collateral Agent or legal counsel representing the Blackstone Credit Representative and the Collateral Agent insurance certificates and endorsements to the general liability, cyber and property insurance policies of the Loan Parties in favor of the Collateral Agent for the benefit of the Secured Parties, in form and substance {reasonably satisfactory to the Blackstone Credit Representative and }the Collateral Agent, pursuant to which the Collateral Agent is listed as additional insured (with respect to general liability and cyber policies) or loss payee (with respect to property insurance policies), in accordance with Section 6.07 of the Credit Agreement.

Post-Closing Undertakings. Within (a) Following Within thirty (30) days of the Closing Date, within Borrower, Carbonite Holdings and Carbonite Canada, as applicable, shall deliver to Bank, in each case in form and substance satisfactory to Bank: (i) an Unconditional Guaranty duly executed by Carbonite Holdings; (ii) a Third Party Security Agreement duly executed by Carbonite Holdings; (iii) an Unconditional Guaranty duly executed by Carbonite Canada; and (iv) an officer’s certificate of each Guarantor with respect to incumbency and resolutions authorizing the time periods specified on Schedule 6.16 hereto execution and delivery of each of the Loan Documents to which they are a party; (b) Within forty-five (45) days of the Closing Date, Borrower shall: (i) fund a deposit account maintained with Bank with at least the Minimum Deposit Amount; (ii) deliver to Bank duly executed Collateral Access Agreements for its offices located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇; (iii) deliver to Bank the certificate for the Shares, together with Assignment(s) Separate from Certificate, duly executed in blank; and (iv) deliver to Bank account control agreements, in form and substance satisfactory to Bank, for each of the deposit, investment and securities accounts of Borrower and Carbonite Holdings maintained outside of Bank duly executed by Borrower or Carbonite Holdings (as each may be extended by applicable) and the Blackstone Credit Representative in its reasonable discretion)bank, provide financial institution or securities intermediary with or though whom such Collateral Documents and complete such undertakings as are set forth on Schedule 6.16 hereto. account is maintained; (bc) Within sixty (60) days after the Third Amendment Effective Date (or by such later date as may be agreed by the Blackstone Credit Representative in its reasonable discretion), the Loan Parties shall cause each such Subsidiary that is not an Excluded Subsidiary as of the Third Amendment Effective Closing Date, including any Subsidiary organized, formed or incorporated in Canada or the United Kingdom, to (i) duly execute and Borrower shall deliver to Bank duly executed Collateral Access Agreements and for its data center maintained with Internap Network Services Corp. and for any new data center or co-location facilities established after May 1, 2011, as Bank may require. Borrower acknowledges and agrees that completion and performance of the Collateral Agent foregoing covenants is a guaranty or guaranty supplement{, in form and substance reasonably satisfactory condition precedent to the Blackstone Credit Representative, }guaranteeing Bank’s obligation to make the Obligations and a joinder or supplement to the applicable Collateral Documents (or enter into separate security documents governed by the laws of the UK or Canada, as applicable, in each case, for purposes of granting security over the Collateral of such Subsidiary), (ii) (if not already so delivered) deliver certificates representing the Pledged Interests of each such Subsidiary (if any) held by the applicable Borrower Party accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the Pledged Debt owing by such Subsidiary to any Borrower Party indorsed in blank to the Collateral Agent, together with, supplements to the Security Agreement and (iii) deliver any additional documentation required pursuant to Section 6.12 and under the other Loan Documentsinitial Advance. (c) Within thirty (30) days after the Third Amendment Effective Date (or by such later date as may be agreed by the Blackstone Credit Representative in its reasonable discretion), the Borrower shall cause to be delivered to the Blackstone Credit Representative and the Collateral Agent or legal counsel representing the Blackstone Credit Representative and the Collateral Agent insurance certificates and endorsements to the general liability, cyber and property insurance policies of the Loan Parties in favor of the Collateral Agent for the benefit of the Secured Parties, in form and substance {reasonably satisfactory to the Blackstone Credit Representative and }the Collateral Agent, pursuant to which the Collateral Agent is listed as additional insured (with respect to general liability and cyber policies) or loss payee (with respect to property insurance policies), in accordance with Section 6.07 of the Credit Agreement.

Post-Closing Undertakings. Within (a) Following Within thirty (30) days of the Closing Date, within the Date (or such later time periods specified on Schedule 6.16 hereto (as each may be extended by acceptable to the Blackstone Credit Representative Administrative Agent in its reasonable it sole discretion)): (i) provide evidence satisfactory to the Administrative Agent that each of Young Broadcasting of Knoxville, provide such Inc. and Young Broadcasting of Nashville LLC is duly qualified, authorized to do business and in good standing as foreign corporations, in the State of Tennessee; and (ii) deliver original limited liability company certificates (and corresponding powers executed in blank) evidencing Young Broadcasting of Albany, Inc.’s minority ownership interest in Capital Region Broadcasters LLC, as more particularly described in the Collateral Documents and complete such undertakings as are set forth on Schedule 6.16 heretoAgreement. (b) Within sixty (60) days after of the Third Amendment Effective Closing Date (or by such later date time as may be agreed by acceptable to the Blackstone Credit Representative Administrative Agent in its reasonable it sole discretion), the Loan Parties shall cause each such Subsidiary that is not an Excluded Subsidiary as of the Third Amendment Effective Date, including any Subsidiary organized, formed or incorporated in Canada or the United Kingdom, to ): (i) duly execute with respect to each Inactive Subsidiary either (A) dissolve or wind up such Inactive Subsidiary, distribute its assets to a Credit Party and provide to the Administrative Agent evidence thereof, in form and substance reasonably to the Administrative Agent, or (B) take such actions as may be required to cause such Inactive Subsidiary to become a Subsidiary Guarantor and pledge its assets as collateral for the Secured Obligations (including, without limitation, each of the actions that would be required pursuant to Section 8.14(a) if such Inactive Subsidiary had been created after the Closing Date); and (ii) deliver to the Collateral Agent a guaranty or guaranty supplement{Administrative Agent, control agreements in form and substance reasonably satisfactory to the Blackstone Credit Representative, }guaranteeing the Obligations and a joinder or supplement to Administrative Agent duly executed by the applicable Credit Party, the Administrative Agent and each depository bank or Securities Intermediary (as defined in the Collateral Documents (or enter into separate security documents governed by the laws of the UK or CanadaAgreement), as applicable, at which a Deposit Account that is not an Excluded Deposit Account or a Securities Account (as defined in each case, for purposes of granting security over the Collateral of such SubsidiaryAgreement), as the case may be, is maintained, which shall be sufficient to, amongst other things, establish Control (ii) (if not already so delivered) deliver certificates representing the Pledged Interests of each such Subsidiary (if any) held by as defined in the applicable Borrower Party accompanied by undated stock powers UCC) over such Deposit Account or other appropriate instruments of transfer executed in blank and instruments evidencing the Pledged Debt owing by such Subsidiary to any Borrower Party indorsed in blank to the Collateral Agent, together with, supplements to the Security Agreement and (iii) deliver any additional documentation required pursuant to Section 6.12 and under the other Loan Documents. (c) Within thirty (30) days after the Third Amendment Effective Date (or by such later date as may be agreed by the Blackstone Credit Representative in its reasonable discretion), the Borrower shall cause to be delivered to the Blackstone Credit Representative and the Collateral Agent or legal counsel representing the Blackstone Credit Representative and the Collateral Agent insurance certificates and endorsements to the general liability, cyber and property insurance policies of the Loan Parties in favor of the Collateral Agent for the benefit of the Secured Parties, in form and substance {reasonably satisfactory to the Blackstone Credit Representative and }the Collateral Agent, pursuant to which the Collateral Agent is listed as additional insured (with respect to general liability and cyber policies) or loss payee (with respect to property insurance policies), in accordance with Section 6.07 of the Credit Agreement.Securities Account

Post-Closing Undertakings. Within (a) Following Within thirty (30) days of the Closing Date, within Borrower, Carbonite Holdings and Carbonite Canada, as applicable, shall deliver to Bank, in each case in form and substance satisfactory to Bank: (i) an Unconditional Guaranty duly executed by Carbonite Holdings; (ii) a Third Party Security Agreement duly executed by Carbonite Holdings; (iii) an Unconditional Guaranty duly executed by Carbonite Canada; and (iv) an officer’s certificate of each Guarantor with respect to incumbency and resolutions authorizing the time periods specified on Schedule 6.16 hereto (as execution and delivery of each may be extended by of the Blackstone Credit Representative in its reasonable discretion), provide such Collateral Loan Documents and complete such undertakings as to which they are set forth on Schedule 6.16 hereto.a party; (b) Within forty-five (45) days of the Closing Date, Borrower shall: (i) fund a deposit account maintained with Bank with at least the Minimum Deposit Amount; (ii) deliver to Bank duly executed Collateral Access Agreements for its offices located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇; (iii) deliver to Bank the certificate for the Shares, together with Assignment(s) Separate from Certificate, duly executed in blank; and (iv) deliver to Bank account control agreements, in form and substance satisfactory to Bank, for each of the deposit, investment and securities accounts of Borrower and Carbonite Holdings maintained outside of Bank duly executed by Borrower or Carbonite Holdings (as applicable) and the bank, financial institution or securities intermediary with or though whom such account is maintained; (c) Within sixty (60) days after the Third Amendment Effective Date (or by such later date as may be agreed by the Blackstone Credit Representative in its reasonable discretion), the Loan Parties shall cause each such Subsidiary that is not an Excluded Subsidiary as of the Third Amendment Effective Closing Date, including any Subsidiary organized, formed or incorporated in Canada or the United Kingdom, to (i) duly execute and Borrower shall deliver to Bank duly executed Collateral Access Agreements and for its data center maintained with Internap Network Services Corp. and for any new data center or co-location facilities established after May 1, 2011, as Bank may require. Borrower acknowledges and agrees that completion and performance of the Collateral Agent foregoing covenants is a guaranty or guaranty supplement{, in form and substance reasonably satisfactory condition precedent to the Blackstone Credit Representative, }guaranteeing Bank’s obligation to make the Obligations and a joinder or supplement to the applicable Collateral Documents (or enter into separate security documents governed by the laws of the UK or Canada, as applicable, in each case, for purposes of granting security over the Collateral of such Subsidiary), (ii) (if not already so delivered) deliver certificates representing the Pledged Interests of each such Subsidiary (if any) held by the applicable Borrower Party accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the Pledged Debt owing by such Subsidiary to any Borrower Party indorsed in blank to the Collateral Agent, together with, supplements to the Security Agreement and (iii) deliver any additional documentation required pursuant to Section 6.12 and under the other Loan Documentsinitial Advance. (c) Within thirty (30) days after the Third Amendment Effective Date (or by such later date as may be agreed by the Blackstone Credit Representative in its reasonable discretion), the Borrower shall cause to be delivered to the Blackstone Credit Representative and the Collateral Agent or legal counsel representing the Blackstone Credit Representative and the Collateral Agent insurance certificates and endorsements to the general liability, cyber and property insurance policies of the Loan Parties in favor of the Collateral Agent for the benefit of the Secured Parties, in form and substance {reasonably satisfactory to the Blackstone Credit Representative and }the Collateral Agent, pursuant to which the Collateral Agent is listed as additional insured (with respect to general liability and cyber policies) or loss payee (with respect to property insurance policies), in accordance with Section 6.07 of the Credit Agreement.