that may
be discovered in any Loan Document or in the execution, acknowledgment, filing
or recordation thereof.
(II)
PROMPTLY UPON REQUEST BY ANY AGENT, OR ANY
LENDER THROUGH THE ADMINISTRATIVE AGENT, DO, EXECUTE, ACKNOWLEDGE, DELIVER,
RECORD, RE-RECORD, FILE, RE-FILE, REGISTER AND RE-REGISTER ANY AND ALL SUCH
FURTHER ACTS, DEEDS, CONVEYANCES, PLEDGE AGREEMENTS, MORTGAGES, DEEDS OF TRUST,
TRUST DEEDS, ASSIGNMENTS, FINANCING STATEMENTS AND CONTINUATIONS THEREOF,
TERMINATION STATEMENTS, NOTICES OF ASSIGNMENT, TRANSFERS, CERTIFICATES,
ASSURANCES AND OTHER INSTRUMENTS AS ANY AGENT, OR ANY LENDER THROUGH THE
ADMINISTRATIVE AGENT, MAY REASONABLY REQUIRE FROM TIME TO TIME IN ORDER TO
(I) CARRY OUT MORE EFFECTIVELY THE PURPOSES OF THE LOAN DOCUMENTS, (II) TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUBJECT ANY LOAN PARTY'S OR ANY OF
ITS SUBSIDIARIES' PROPERTIES, ASSETS, RIGHTS OR INTERESTS TO THE LIENS NOW OR
HEREAFTER INTENDED TO BE COVERED BY ANY OF THE COLLATERAL DOCUMENTS,
(III) PERFECT AND MAINTAIN THE VALIDITY, EFFECTIVENESS AND PRIORITY OF ANY OF
THE COLLATERAL DOCUMENTS AND ANY OF THE LIENS INTENDED TO BE CREATED THEREUNDER
AND (IV) ASSURE, CONVEY, GRANT, ASSIGN, TRANSFER, PRESERVE, PROTECT AND CONFIRM
MORE EFFECTIVELY UNTO THE SECURED PARTIES THE RIGHTS GRANTED OR NOW OR HEREAFTER
INTENDED TO BE GRANTED TO THE SECURED PARTIES UNDER ANY LOAN DOCUMENT OR UNDER
ANY OTHER INSTRUMENT EXECUTED IN CONNECTION WITH ANY LOAN DOCUMENT TO WHICH ANY
LOAN PARTY OR ANY OF ITS SUBSIDIARIES IS OR IS TO BE A PARTY, AND CAUSE EACH OF
ITS SUBSIDIARIES TO DO SO.
(B)
ACCOUNT CONTROL AGREEMENTS.
WITHIN 60 DAYS
FOLLOWING THE CLOSING DATE, PROVIDE TO THE COLLATERAL TRUSTEE DULY EXECUTED
ACCOUNT CONTROL AGREEMENTS WITH RESPECT TO PLEDGED DEPOSIT ACCOUNTS (OTHER THAN
ACCOUNTS CONSTITUTING PAYROLL AND ACCOUNTS HOLDING CASH AND CASH EQUIVALENTS OF
NOT MORE THAN $150,000 IN THE AGGREGATE FOR MORE THAN TWO (2) CONSECUTIVE
BUSINESS DAYS FOR ALL LOAN PARTIES) IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE COLLATERAL TRUSTEE.
(C)
CERTAIN FOREIGN SUBSIDIARIES.
UPON THE
WRITTEN REQUEST OF THE ADMINISTRATIVE AGENT FOLLOWING A CHANGE IN LAW PURSUANT
TO WHICH THE ADMINISTRATIVE AGENT REASONABLY DETERMINES
76
THAT THE CIRCUMSTANCES CAUSING THE UNDISTRIBUTED EARNINGS OF ANY FOREIGN
SUBSIDIARY (AS DETERMINED FOR UNITED STATES FEDERAL INCOME TAX PURPOSES) TO BE
TREATED AS A DEEMED DIVIDEND TO THE BORROWER OR ANY DOMESTIC SUBSIDIARY FOR U.S.
FEDERAL INCOME TAX PURPOSES OR SUCH OTHER CIRCUMSTANCES NO LONGER SUBJECT THE
BORROWER OR ANY DOMESTIC SUBSIDIARY TO LIABILITY FOR ANY ADDITIONAL UNITED
STATES INCOME TAXES BY VIRTUE OF SECTION 956 OF THE CODE OR ANY OTHER APPLICABLE
PROVISION OF THE CODE ("CFC PLEDGE RESTRICTIONS"), UNLESS (X) COUNSEL FOR THE
COMPANY REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT PROVIDES, WITHIN 60
DAYS AFTER SUCH WRITTEN REQUEST OF THE ADMINISTRATIVE AGENT, A WRITTEN OPINION
ADDRESSED TO THE BORROWER AND THE ADMINISTRATIVE AGENT, IN FORM AND SUBSTANCE
MUTUALLY SATISFACTORY TO THE BORROWER AND THE ADMINISTRATIVE AGENT TO THE EFFECT
THAT, WITH RESPECT TO ANY DIRECT FOREIGN SUBSIDIARY OF ANY LOAN PARTY THAT HAS
NOT ALREADY HAD ALL OF THE EQUITY INTERESTS ISSUED BY IT PLEDGED PURSUANT TO