ORDERS OF ANY GOVERNMENTAL AUTHORITY THAT ARE APPLICABLE TO IT OR
TO ANY OF ITS PROPERTIES, EXCEPT WHERE NONCOMPLIANCE COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 6.09.
FURTHER ASSURANCES.
(A)
EXECUTE ANY AND ALL FURTHER DOCUMENTS,
FINANCING STATEMENTS, AGREEMENTS AND INSTRUMENTS, AND TAKE ALL FURTHER ACTION
(INCLUDING FILING UNIFORM COMMERCIAL CODE AND OTHER FINANCING STATEMENTS,
REGISTRATIONS, MORTGAGES, HYPOTHECS AND DEEDS OF TRUST), THAT MAY BE REQUIRED
UNDER APPLICABLE LAW OR WHICH THE REQUIRED LENDERS, ANY SENIOR AGENT OR THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST, IN ORDER TO EFFECTUATE THE
TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS AND IN ORDER TO GRANT, PRESERVE,
PROTECT, PERFECT AND PUBLISH THE VALIDITY AND PRIORITY OR RANK OF THE SECURITY
INTERESTS AND HYPOTHECS CREATED OR INTENDED TO BE CREATED BY THE SECURITY
DOCUMENTS.
(B)
CAUSE (I) EACH DOMESTIC SUBSIDIARY THAT IS OR BECOMES A MATERIAL SUBSIDIARY
(OTHER THAN ANY FINSUB), AND EACH DOMESTIC SUBSIDIARY THAT IS OR BECOMES A
DIRECT PARENT OF ANY SUCH MATERIAL SUBSIDIARY, TO BECOME A PARTY TO THE
GUARANTEE AND COLLATERAL AGREEMENT (U.S.) AND, IF SUCH MATERIAL SUBSIDIARY OWNS
ANY REAL OR PERSONAL PROPERTY IN THE STATE OF MARYLAND, THE GUARANTEE AGREEMENT
(MARYLAND) AND (II) EACH CANADIAN SUBSIDIARY THAT IS OR BECOMES A MATERIAL
SUBSIDIARY (OTHER THAN ANY FINSUB), AND EACH CANADIAN SUBSIDIARY THAT IS OR
BECOMES A DIRECT PARENT OF ANY SUCH MATERIAL SUBSIDIARY, TO BECOME A PARTY TO
THE GUARANTEE AGREEMENT (CANADIAN) AND THE CANADIAN SECURITY AGREEMENTS OR, WITH
RESPECT TO ANY SUCH CANADIAN SUBSIDIARY THAT IS ORGANIZED UNDER THE LAWS OF THE
PROVINCE OF QUEBEC AND WITH RESPECT TO ANY COLLATERAL LOCATED IN THE PROVINCE OF
QUEBEC, SUCH HYPOTHECS AND OTHER SECURITY DOCUMENTS, AND SUCH GUARANTEE
AGREEMENTS, AS MAY BE REASONABLY REQUESTED BY THE COLLATERAL AGENT.
(C)
FROM TIME TO TIME, SSCC AND THE BORROWERS WILL, AT THEIR COST AND EXPENSE,
PROMPTLY SECURE THE OBLIGATIONS BY PLEDGING OR CREATING, OR CAUSING TO BE
PLEDGED OR CREATED, PERFECTED (OR, IN THE CASE OF THE PROVINCE OF QUEBEC,
PUBLISHED) SECURITY INTERESTS OR HYPOTHECS WITH RESPECT TO SUCH OF THE ASSETS
AND PROPERTIES OF THE LOAN PARTIES AS EITHER SENIOR AGENT OR THE REQUIRED
LENDERS SHALL REASONABLY REQUEST (IT BEING UNDERSTOOD THAT, SUBJECT TO THE
LIMITATIONS SET FORTH IN THIS PARAGRAPH (C), IT IS THE INTENT OF THE PARTIES
THAT THE OBLIGATIONS SHALL BE SECURED BY SUBSTANTIALLY ALL OF THE U.S. AND
CANADIAN ASSETS OF THE LOAN PARTIES (INCLUDING REAL AND PERSONAL PROPERTIES
ACQUIRED AFTER THE CLOSING DATE); PROVIDED, HOWEVER, THAT NOTWITHSTANDING
ANYTHING TO THE CONTRARY
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SET FORTH IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, (I) NONE OF THE CANADIAN
SUBSIDIARIES OR ANY OF THEIR SUBSIDIARIES SHALL BE REQUIRED TO GUARANTEE OR
PROVIDE ANY SECURITY FOR ANY U.S. OBLIGATION, (II) NOT MORE THAN 65% OF THE
VOTING CAPITAL STOCK OF ANY FOREIGN SUBSIDIARY SHALL BE REQUIRED TO BE PLEDGED
BY SSCC, SSCE OR ANY DOMESTIC SUBSIDIARY, (III) NO LEASEHOLD MORTGAGES OR DEEDS
OF TRUST OR FIXTURE FILINGS (OR COMPARABLE FILINGS IN CANADA) SHALL BE