Section 5.01(j) with respect to such
Non-U.S. Subsidiary will be commercially unreasonable or impracticable,
including without limitation, after giving consideration to the out-of-pocket
expenses of obtaining the execution of the Non-U.S. Guaranty by such Non-U.S.
Subsidiary or the pledge of the shares of such Non-U.S. Subsidiary.
(K)
FURTHER ASSURANCES.
(I) PROMPTLY UPON
REQUEST BY THE ADMINISTRATIVE AGENT, OR ANY LENDER PARTY THROUGH THE
ADMINISTRATIVE AGENT, CORRECT ANY MATERIAL DEFECT OR ERROR THAT MAY BE
DISCOVERED IN ANY LOAN DOCUMENT OR IN THE EXECUTION, ACKNOWLEDGMENT, FILING OR
RECORDATION THEREOF, AND
(II)
PROMPTLY UPON REQUEST BY THE
ADMINISTRATIVE AGENT, OR ANY LENDER PARTY 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, ASSIGNMENTS, FINANCING STATEMENTS AND CONTINUATIONS THEREOF,
TERMINATION STATEMENTS, NOTICES OF ASSIGNMENT, TRANSFERS, CERTIFICATES,
ASSURANCES AND OTHER INSTRUMENTS AS THE ADMINISTRATIVE AGENT, OR ANY LENDER
PARTY THROUGH THE ADMINISTRATIVE AGENT, MAY REASONABLY REQUIRE FROM TIME TO TIME
IN ORDER TO (A) CARRY OUT MORE EFFECTIVELY THE PURPOSES OF THE LOAN DOCUMENTS,
(B) 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, (C)
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
(D) ASSURE, CONVEY, GRANT, ASSIGN, TRANSFER, PRESERVE, PROTECT AND CONFIRM MORE
EFFECTIVELY UNTO THE ADMINISTRATIVE AGENT AND THE LENDER PARTIES THE RIGHTS
GRANTED OR NOW OR HEREAFTER INTENDED TO BE GRANTED TO THE ADMINISTRATIVE AGENT
AND THE LENDER 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.
(L)
ADDITIONAL AFFIRMATIVE COVENANTS.
ON OR
BEFORE THE DATE THAT IS 60 DAYS, OR SUCH LATER TIME AS MAY BE AGREED TO BY THE
ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION, AFTER THE EFFECTIVE DATE OR, IF
EARLIER, UPON THE DESIGNATION OF A NON-U.S. SUBSIDIARY AS A DESIGNATED
SUBSIDIARY UNDER SECTION 9.11:
(I)
TO THE EXTENT REQUESTED BY THE
ADMINISTRATIVE AGENT, USE ITS BEST EFFORTS TO OBTAIN THE CERTIFICATES
REPRESENTING 65% OF THE PLEDGED SHARES IN RESPECT OF THE NON-U.S. GUARANTORS SET
OUT ON SCHEDULE 3.01(A)(II)(A)(2) (AND TO TAKE SUCH OTHER ACTION TO PERFECT THE
SECURITY INTEREST IN THOSE PLEDGED SHARES INCLUDING, WITHOUT LIMITATION, THE
REGISTRATION OF SUCH PLEDGED SHARES AS APPLICABLE) TOGETHER WITH UNDATED STOCK
POWERS EXECUTED IN BLANK.
(II)
DELIVER THE FOLLOWING TO THE
ADMINISTRATIVE AGENT:
(A)
THE NON-U.S. GUARANTY DULY EXECUTED BY ALL
NON-U.S SUBSIDIARIES THAT ARE SIGNIFICANT SUBSIDIARIES.
(B)
CERTIFIED COPIES OF THE RESOLUTIONS OF THE
BOARD OF DIRECTORS OF EACH NON-U.S. SUBSIDIARY THAT IS A SIGNIFICANT SUBSIDIARY
AND WHICH IS REQUIRED TO ENTER INTO THE LOAN DOCUMENTS PURSUANT TO THIS
SECTION 5.01(L) APPROVING THE