AT WHICH ANY PERSON BECOMES A SUBSIDIARY.
(B)
THE BORROWER WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO, AT THE
EXPENSE OF THE BORROWER, MAKE, EXECUTE, ENDORSE, ACKNOWLEDGE, FILE AND/OR
DELIVER TO THE COLLATERAL AGENT FROM TIME TO TIME SUCH SCHEDULES, CONFIRMATORY
ASSIGNMENTS, CONVEYANCES, FINANCING STATEMENTS, TRANSFER ENDORSEMENTS, POWERS OF
ATTORNEY, CERTIFICATES, REPORTS, LANDLORD WAIVERS, LEASEHOLD MORTGAGES, CONTROL
AGREEMENTS AND OTHER ASSURANCES OR INSTRUMENTS AND TAKE SUCH FURTHER STEPS
RELATING TO THE COLLATERAL COVERED BY ANY OF THE SECURITY DOCUMENTS AS THE
COLLATERAL AGENT MAY REASONABLY REQUIRE TO ASSURE THE CREATION AND CONTINUATION
OF PERFECTED SECURITY INTERESTS IN THE COLLATERAL AND AS ARE GENERALLY
CONSISTENT WITH THE TERMS OF THIS AGREEMENT AND THE SECURITY DOCUMENTS.
FURTHERMORE, THE BORROWER WILL, AND WILL CAUSE ITS SUBSIDIARIES TO, DELIVER TO
THE COLLATERAL AGENT SUCH OPINIONS OF COUNSEL AND OTHER RELATED DOCUMENTS AS MAY
BE REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT TO ASSURE COMPLIANCE WITH
THIS SECTION 5.09.
(C)
THE BORROWER AGREES THAT EACH ACTION REQUIRED BY CLAUSE (B) OF THIS
SECTION 5.09 SHALL BE COMPLETED AS SOON AS REASONABLY PRACTICAL, BUT IN NO EVENT
LATER THAN 30 DAYS (OR SUCH GREATER NUMBER OF DAYS AS THE COLLATERAL AGENT MAY
AGREE) AFTER SUCH ACTION IS REQUESTED TO BE TAKEN BY THE COLLATERAL AGENT, THE
ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS.
(D)
IF, FOLLOWING A CHANGE IN THE RELEVANT SECTIONS OF THE CODE OR THE
REGULATIONS, RULES, RULINGS, NOTICES OR OTHER OFFICIAL PRONOUNCEMENTS ISSUED OR
PROMULGATED THEREUNDER, THE BORROWER DOES NOT WITHIN 30 DAYS AFTER A REQUEST
FROM THE ADMINISTRATIVE AGENT DELIVER EVIDENCE, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT (WHICH
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EVIDENCE MAY BE IN THE FORM OF AN OPINION OF COUNSEL), WITH RESPECT TO ANY
FOREIGN SUBSIDIARY OF THE BORROWER WHICH HAS NOT ALREADY HAD ALL OF ITS STOCK
PLEDGED PURSUANT TO THE PLEDGE AGREEMENTS THAT (I) A PLEDGE OF 66-2/3% OR MORE
OF THE TOTAL COMBINED VOTING POWER OF ALL CLASSES OF CAPITAL STOCK OF SUCH
FOREIGN SUBSIDIARY ENTITLED TO VOTE, (II) THE ENTERING INTO BY SUCH FOREIGN
SUBSIDIARY OF A GUARANTY IN SUBSTANTIALLY THE FORM OF THE SUBSIDIARY GUARANTY
AND (III) THE GRANTING BY SUCH FOREIGN SUBSIDIARY OF SECURITY INTERESTS IN ALL
OF ITS COLLATERAL, IN ANY SUCH CASE COULD REASONABLY BE EXPECTED TO CAUSE
(I) ANY UNDISTRIBUTED EARNINGS OF SUCH FOREIGN SUBSIDIARY OR ITS PARENT AS
DETERMINED FOR FEDERAL INCOME TAX PURPOSES TO BE TREATED AS A DEEMED DIVIDEND TO
SUCH FOREIGN SUBSIDIARY'S DIRECT OR INDIRECT UNITED STATES PARENT FOR FEDERAL
INCOME TAX PURPOSES OR (II) OTHER FEDERAL INCOME TAX CONSEQUENCES TO THE
BORROWER AND ITS SUBSIDIARIES HAVING AN ADVERSE FINANCIAL CONSEQUENCE TO THE
BORROWER OR ANY SUBSIDIARY IN ANY MATERIAL RESPECT, THEN IN THE CASE OF A
FAILURE TO DELIVER THE EVIDENCE DESCRIBED IN CLAUSE (I) ABOVE, THAT PORTION OF
SUCH FOREIGN SUBSIDIARY'S OUTSTANDING CAPITAL STOCK NOT THERETOFORE PLEDGED
PURSUANT TO THE PLEDGE AGREEMENTS SHALL BE PROMPTLY PLEDGED TO THE COLLATERAL
AGENT FOR THE BENEFIT OF THE SECURED CREDITORS PURSUANT TO THE PLEDGE AGREEMENTS