CHARGES AND FEES WITH RESPECT THERETO; (C) CHARGES, FEES OR
EXPENSES CHARGED BY ANY ISSUING BANK IN CONNECTION WITH ANY LETTER OF CREDIT;
(D) COSTS AND EXPENSES OF PRESERVING AND PROTECTING THE COLLATERAL; (E) COSTS
AND EXPENSES PAID OR INCURRED IN CONNECTION WITH OBTAINING PAYMENT OF THE
OBLIGATIONS, ENFORCING THE SECURITY INTERESTS AND LIENS OF AGENT, SELLING OR
OTHERWISE REALIZING UPON THE COLLATERAL, AND OTHERWISE ENFORCING THE PROVISIONS
OF THIS AGREEMENT AND THE OTHER FINANCING AGREEMENTS OR DEFENDING ANY CLAIMS
MADE OR THREATENED AGAINST AGENT OR ANY LENDER ARISING OUT OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY (INCLUDING PREPARATIONS FOR AND CONSULTATIONS
CONCERNING ANY SUCH MATTERS); (F) ALL OUT-OF-POCKET EXPENSES AND COSTS
HERETOFORE AND FROM TIME TO TIME HEREAFTER INCURRED BY AGENT DURING THE COURSE
OF PERIODIC FIELD EXAMINATIONS OF THE COLLATERAL AND SUCH BORROWER'S OR
GUARANTOR'S OPERATIONS, PLUS A PER DIEM CHARGE AT AGENT'S THEN STANDARD RATE FOR
AGENT'S EXAMINERS IN THE FIELD AND OFFICE (WHICH RATE AS OF THE DATE HEREOF IS
$850 PER PERSON PER DAY); AND (G) THE FEES AND DISBURSEMENTS OF COUNSEL
(INCLUDING LEGAL ASSISTANTS) TO AGENT IN CONNECTION WITH ANY OF THE FOREGOING.
9.25
FURTHER ASSURANCES.
(A)
IN THE CASE OF THE FORMATION OR ACQUISITION BY A BORROWER
OR GUARANTOR OF ANY SUBSIDIARY AFTER THE DATE HEREOF (OTHER THAN A FOREIGN
SUBSIDIARY OR UNRESTRICTED SUBSIDIARY), AS TO ANY SUCH SUBSIDIARY, (I) THE
BORROWER OR GUARANTOR FORMING SUCH SUBSIDIARY SHALL CAUSE ANY SUCH SUBSIDIARY TO
EXECUTE AND DELIVER TO AGENT, THE FOLLOWING (EACH IN FORMAND SUBSTANCE
SATISFACTORY TO AGENT), (A) AN ABSOLUTE AND UNCONDITIONAL GUARANTEE OF PAYMENT
OF THE OBLIGATIONS, (B) A SECURITY AGREEMENT GRANTING TO AGENT A FIRST SECURITY
INTEREST AND LIEN (EXCEPT AS OTHERWISE CONSENTED TO IN WRITING BY AGENT) UPON
ALL OF THE ASSETS OF ANY SUCH SUBSIDIARY, AND (C) SUCH OTHER AGREEMENTS,
DOCUMENTS AND INSTRUMENTS AS AGENT MAY REQUIRE IN CONNECTION WITH THE DOCUMENTS
REFERRED TO ABOVE IN ORDER TO MAKE SUCH SUBSIDIARY A PARTY TO THIS AGREEMENT AS
A "BORROWER" OR AS A "GUARANTOR" AS AGENT MAY DETERMINE, INCLUDING, BUT NOT
LIMITED TO, SUPPLEMENTS AND AMENDMENTS HERETO, AUTHORIZATION TO FILE UCC
FINANCING STATEMENTS, COLLATERAL ACCESS AGREEMENTS AND OTHER CONSENTS, WAIVERS,
ACKNOWLEDGMENTS AND OTHER AGREEMENTS FROM THIRD PERSONS WHICH AGENT MAY DEEM
NECESSARY OR DESIRABLE IN ORDER TO PERMIT, PROTECT AND PERFECT ITS SECURITY
INTERESTS IN AND LIENS UPON THE ASSETS PURCHASED, CORPORATE RESOLUTIONS AND
OTHER ORGANIZATION AND AUTHORIZING DOCUMENTS OF SUCH PERSON, AND FAVORABLE
OPINIONS OF COUNSEL TO SUCH PERSON AND (II) THE BORROWER OR GUARANTOR FORMING
SUCH SUBSIDIARY SHALL (A) EXECUTE AND DELIVER TO AGENT, A PLEDGE AND SECURITY
AGREEMENT, IN FORM AND SUBSTANCE SATISFACTORY TO AGENT, GRANTING TO AGENT A
FIRST PLEDGE OF AND LIEN ON ALL OF THE ISSUED AND OUTSTANDING SHARES OF CAPITAL
STOCK OF ANY SUCH SUBSIDIARY, AND (B) DELIVER THE ORIGINAL STOCK CERTIFICATES
EVIDENCING SUCH SHARES OF CAPITAL STOCK (OR SUCH OTHER EVIDENCE AS MAY BE ISSUED
IN THE CASE OF A LIMITED LIABILITY
99
COMPANY), TOGETHER WITH STOCK POWERS WITH RESPECT THERETO