Borrower and the Subsidiaries, taken as a whole, on
the Funding Date and other business activities incidental or related to any of
the foregoing.
9.15.
Further Assurances.
(a)
Each of Holdings, the US Borrower and
the UK Borrower will, and will cause each other Credit Party to, execute any and
all further documents, financing statements, agreements and instruments, and
take all such further actions (including the filing and recording of financing
statements, fixture filings, mortgages, deeds of trust and other documents),
which may be required under any applicable law, or which the Administrative
Agent or the Required Lenders may reasonably request, in order to effectuate the
transactions contemplated by the Credit Documents and in order to grant,
preserve, protect and perfect the validity and priority of the security
interests created or intended to be created by the Security Agreement, the
Pledge Agreement, any Foreign Security Document or any Mortgage, all at the
expense of Holdings, the US Borrower and the Restricted Subsidiaries.
(B)
IF ANY ASSETS (INCLUDING ANY REAL ESTATE OR IMPROVEMENTS THERETO OR ANY
INTEREST THEREIN) WITH A BOOK VALUE OR FAIR MARKET VALUE IN EXCESS OF $5,000,000
ARE ACQUIRED BY THE US BORROWER, THE UK BORROWER OR ANY OTHER CREDIT PARTY AFTER
THE CLOSING DATE (OTHER THAN ASSETS CONSTITUTING COLLATERAL UNDER THE SECURITY
AGREEMENT OR ANY FOREIGN SECURITY DOCUMENT THAT BECOME SUBJECT TO THE LIEN OF
THE SECURITY AGREEMENT OR THE APPLICABLE FOREIGN SECURITY DOCUMENTS, AS THE CASE
MAY BE, UPON ACQUISITION THEREOF) THAT ARE OF THE NATURE SECURED BY THE SECURITY
AGREEMENT, ANY FOREIGN SECURITY DOCUMENT OR ANY MORTGAGE, AS THE CASE MAY BE,
THE US BORROWER WILL NOTIFY THE ADMINISTRATIVE AGENT AND THE LENDERS THEREOF,
AND, IF REQUESTED BY THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS, THE US
BORROWER WILL CAUSE SUCH ASSETS TO BE SUBJECTED TO A LIEN SECURING THE
APPLICABLE OBLIGATIONS AND WILL TAKE, AND CAUSE THE OTHER CREDIT PARTIES TO
TAKE, SUCH ACTIONS AS SHALL BE NECESSARY OR REASONABLY REQUESTED BY THE
133
ADMINISTRATIVE AGENT TO GRANT AND PERFECT SUCH LIENS, INCLUDING ACTIONS
DESCRIBED IN PARAGRAPH (A) OF THIS SECTION, ALL AT THE EXPENSE OF THE CREDIT
PARTIES.
ANY MORTGAGE DELIVERED TO THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH
THE PRECEDING SENTENCE SHALL BE ACCOMPANIED BY (X) A POLICY OR POLICIES OF TITLE
INSURANCE ISSUED BY A NATIONALLY RECOGNIZED TITLE INSURANCE COMPANY INSURING THE
LIEN OF EACH MORTGAGE AS A VALID FIRST LIEN ON THE MORTGAGED PROPERTY DESCRIBED
THEREIN, FREE OF ANY OTHER LIENS EXCEPT AS EXPRESSLY PERMITTED BY SECTION 10.2,
TOGETHER WITH SUCH ENDORSEMENTS, COINSURANCE AND REINSURANCE AS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST AND (Y) AN OPINION OF LOCAL COUNSEL
TO THE BORROWER (OR IN THE EVENT A SUBSIDIARY OF THE BORROWER IS THE MORTGAGOR,
TO SUCH SUBSIDIARY) SUBSTANTIALLY IN THE FORM OF EXHIBIT O-12.
(C)
THE US BORROWER FURTHER AGREES THAT, AS PROMPTLY AS PRACTICABLE AFTER THE
FUNDING DATE IT SHALL CAUSE BROCKHUES TO ENTER INTO THE GERMAN CONDITIONAL
SECURITY AGREEMENTS SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT C-6