STOCK, TOGETHER WITH UNDATED STOCK POWERS, IN BLANK, EXECUTED AND DELIVERED BY A
DULY AUTHORIZED OFFICER OF THE RELEVANT LOAN PARTY, AS THE CASE MAY BE, AND TAKE
SUCH OTHER ACTION AS MAY BE NECESSARY OR, IN THE OPINION OF THE ADMINISTRATIVE
AGENT, DESIRABLE TO PERFECT THE ADMINISTRATIVE AGENT'S SECURITY INTEREST
THEREIN, AND (III) IF REQUESTED BY THE ADMINISTRATIVE AGENT, DELIVER TO THE
ADMINISTRATIVE AGENT LEGAL OPINIONS RELATING TO THE MATTERS DESCRIBED ABOVE,
WHICH OPINIONS SHALL BE IN FORM AND SUBSTANCE, AND FROM COUNSEL, REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(E)
IN THE EVENT THAT ANY GROUP MEMBER IS PREVENTED FROM COMPLYING WITH ITS
OBLIGATIONS UNDER THIS SECTION 6.11 OR ELSEWHERE IN THIS ARTICLE 6 AS A RESULT
OF ANY LOCAL LAWS (INCLUDING AS TO FINANCIAL ASSISTANCE), THEN EACH LOAN PARTY
WILL USE ALL REASONABLE EFFORTS TO OVERCOME THE RELEVANT LEGAL PROHIBITION (AND,
IN THE CASE OF A FINANCIAL ASSISTANCE OR SIMILAR PROHIBITION, WILL PROCURE THAT
THE RELEVANT GROUP MEMBER WILL UNDERTAKE ALL WHITEWASH OR SIMILAR PROCEDURES
WHICH ARE POSSIBLE, WHETHER UNDER THE COMPANIES ACT 1985 OF ENGLAND AND WALES OR
OTHERWISE) TO ENABLE THE RELEVANT OBLIGATION TO BE COMPLIED WITH AS SOON AS IS
REASONABLY PRACTICABLE.
62
6.12.
FURTHER ASSURANCES.
SUBJECT ALWAYS TO THE ABILITY TO COMPLY WITH
LOCAL LAWS (INCLUDING AS TO FINANCIAL ASSISTANCE), FROM TIME TO TIME EXECUTE AND
DELIVER, OR CAUSE TO BE EXECUTED AND DELIVERED, SUCH ADDITIONAL INSTRUMENTS,
CERTIFICATES OR DOCUMENTS, AND TAKE ALL SUCH ACTIONS, AS THE ADMINISTRATIVE
AGENT MAY REASONABLY REQUEST FOR THE PURPOSES OF IMPLEMENTING OR EFFECTUATING
THE PROVISIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, OR OF MORE FULLY
PERFECTING OR RENEWING THE RIGHTS OR PRIORITY OF THE ADMINISTRATIVE AGENT AND
THE SECURED PARTIES WITH RESPECT TO THE COLLATERAL (OR WITH RESPECT TO ANY
ADDITIONS THERETO OR REPLACEMENTS OR PROCEEDS THEREOF OR WITH
RESPECT TO ANY
OTHER PROPERTY OR ASSETS HEREAFTER ACQUIRED BY THE BORROWER OR ANY SUBSIDIARY
WHICH MAY BE DEEMED TO BE PART OF THE COLLATERAL) PURSUANT HERETO OR THERETO
(PROVIDED THAT, IN RELATION TO THE SHARES OF CAPITAL STOCK OF ANY SUBSIDIARY
FORMED AND EXISTING UNDER LAWS OF ENGLAND AND WALES, THE UK SUBSIDIARY
GUARANTORS SHALL NOT BE REQUIRED TO PERFECT THE SECURITY INTEREST IN SUCH SHARES
OF CAPITAL STOCK IF AND TO THE EXTENT THAT SUCH ACTION IS PROHIBITED PURSUANT TO
THE APPLICABLE GOVERNING OR OTHER JOINT VENTURE DOCUMENTS AS IN EFFECT AS OF THE
CLOSING DATE).
UPON THE EXERCISE BY THE ADMINISTRATIVE AGENT OR ANY SECURED
PARTY OF ANY POWER, RIGHT, PRIVILEGE OR REMEDY PURSUANT TO THIS AGREEMENT OR THE
OTHER LOAN DOCUMENTS WHICH REQUIRES ANY CONSENT, APPROVAL, RECORDING
QUALIFICATION OR AUTHORIZATION OF ANY GOVERNMENTAL AUTHORITY, THE BORROWER WILL
EXECUTE AND DELIVER, OR WILL CAUSE THE EXECUTION AND DELIVERY OF, ALL
APPLICATIONS, CERTIFICATIONS, INSTRUMENTS AND OTHER DOCUMENTS AND PAPERS THAT
THE ADMINISTRATIVE AGENT OR SUCH LENDERS MAY BE REQUIRED TO OBTAIN FROM THE
BORROWER OR ANY OF ITS SUBSIDIARIES FOR SUCH GOVERNMENTAL CONSENT, APPROVAL,
RECORDING, QUALIFICATION OR AUTHORIZATION.
6.13.
USE OF PROCEEDS.
USE THE