ACCOUNTS, (IV) ANY
EQUITY INTERESTS ACQUIRED AFTER THE CLOSING DATE (OTHER THAN EQUITY INTERESTS IN
THE BORROWERS OR, IN THE CASE OF ANY PERSON WHICH IS A SUBSIDIARY, EQUITY
INTERESTS IN SUCH PERSON ACQUIRED ISSUED OR ACQUIRED AFTER SUCH PERSON BECAME A
SUBSIDIARY) IN ACCORDANCE WITH THIS AGREEMENT IF, AND TO THE EXTENT THAT, AND
FOR SO LONG AS (A) DOING SO WOULD VIOLATE APPLICABLE LAW OR A CONTRACTUAL
OBLIGATION BINDING ON SUCH EQUITY INTERESTS AND (B) WITH RESPECT TO CONTRACTUAL
OBLIGATIONS, SUCH OBLIGATION EXISTED AT THE TIME OF THE ACQUISITION THEREOF AND
WAS NOT CREATED OR MADE BINDING ON SUCH EQUITY INTERESTS IN CONTEMPLATION OF OR
IN CONNECTION WITH THE ACQUISITION OF SUCH SUBSIDIARY, OR (V) ANY ASSETS
ACQUIRED AFTER THE CLOSING DATE, TO THE EXTENT THAT, AND FOR SO LONG AS, TAKING
SUCH ACTIONS WOULD VIOLATE AN ENFORCEABLE CONTRACTUAL OBLIGATION BINDING ON SUCH
ASSETS THAT EXISTED AT THE TIME OF THE ACQUISITION THEREOF AND WAS NOT CREATED
OR MADE BINDING ON SUCH ASSETS IN CONTEMPLATION OR IN CONNECTION WITH THE
ACQUISITION OF SUCH ASSETS (EXCEPT IN THE CASE OF ASSETS ACQUIRED WITH
INDEBTEDNESS PERMITTED PURSUANT TO SECTION 6.01(I) THAT IS SECURED BY A
PERMITTED LIEN); PROVIDED, THAT, UPON THE REASONABLE REQUEST OF THE COLLATERAL
AGENT, HOLDINGS AND THE BORROWERS SHALL, AND SHALL CAUSE ANY APPLICABLE
SUBSIDIARY TO, USE COMMERCIALLY REASONABLE EFFORTS TO HAVE WAIVED OR ELIMINATED
ANY CONTRACTUAL OBLIGATION OF THE TYPES DESCRIBED IN CLAUSES (IV) AND (V) ABOVE.
(H)
UPON THE REASONABLE REQUEST (IN EACH CASE, TAKING INTO ACCOUNT THE
RELATIVE COSTS (TO THE LOAN PARTIES) AND BENEFITS (TO THE SECURED PARTIES)) OF
THE COLLATERAL AGENT OR THE REQUIRED LENDERS, TAKE, OR CAUSE TO BE TAKEN, SUCH
ACTION AS MAY BE REASONABLY REQUESTED (INCLUDING, WITHOUT LIMITATION (I) SUBJECT
TO THE ABOVE-MENTIONED COST-BENEFIT ANALYSIS, THE EXECUTION AND DELIVERY OF
PLEDGE OR SECURITY AGREEMENTS GOVERNED BY APPLICABLE LOCAL LAW AND (II) THE
FILING OF FINANCING STATEMENTS) IN ORDER TO PERFECT (OR MAINTAIN THE PERFECTION
OF) THE SECURITY INTERESTS (OR TAKE ANY ANALOGOUS ACTIONS UNDER THE APPLICABLE
PROVISIONS OF LOCAL LAW IN ORDER TO PROTECT SUCH SECURITY INTERESTS) IN ANY
EQUITY INTERESTS IN ANY FOREIGN SUBSIDIARY OR OTHER FOREIGN PERSON THAT IS
ORGANIZED UNDER THE LAWS OF GERMANY OR THE NETHERLANDS OWNED BY BORROWERS OR A
DOMESTIC SUBSIDIARY, IN EACH CASE TO THE EXTENT SUCH ACTIONS ARE PERMITTED TO BE
TAKEN UNDER THE LAWS OF THE APPLICABLE JURISDICTIONS.
FURTHERMORE, HOLDINGS
WILL, AND WILL CAUSE THE OTHER LOAN PARTIES THAT ARE SUBSIDIARIES OF HOLDINGS
TO, DELIVER TO THE COLLATERAL AGENT SUCH OPINIONS OF COUNSEL AND OTHER RELATED
DOCUMENTS AS MAY BE REASONABLY REQUESTED BY THE COLLATERAL AGENT TO ASSURE
ITSELF WITH THE LOAN PARTIES' COMPLIANCE WITH THIS SECTION 5.10(H).
(I)
IN THE EVENT THAT ANY REQUIREMENT SET FORTH IN SECTION 4.02(D)
(WITHOUT GIVING EFFECT TO THE PROVISO THEREOF) HAS NOT BEEN SATISFIED IN FULL ON
OR PRIOR TO THE CLOSING DATE, USE COMMERCIALLY REASONABLY EFFORTS TO CAUSE SUCH
REQUIREMENT TO BE SATISFIED AS PROMPTLY AS PRACTICABLE AFTER THE CLOSING DATE
AND,