AS MAY BE
NECESSARY OR, IN THE REASONABLE 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.
(F)
WITH RESPECT TO ANY INTELLECTUAL PROPERTY, ACQUIRED BY THE BORROWER OR ANY
SUBSIDIARY GUARANTOR THAT IS NOT IDENTIFIED ON THE PERFECTION CERTIFICATE
DELIVERED ON THE EFFECTIVE DATE, PROMPTLY (I) NOTIFY THE ADMINISTRATIVE AGENT OF
SUCH INTELLECTUAL PROPERTY, (II) EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT
SUCH AMENDMENTS OR SUPPLEMENTS TO THE GUARANTEE AND COLLATERAL AGREEMENT OR SUCH
OTHER DOCUMENTS AS SHALL BE NECESSARY OR AS THE ADMINISTRATIVE AGENT REASONABLY
REQUESTS TO GRANT TO THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE LENDERS, A
SECURITY INTEREST IN SUCH INTELLECTUAL PROPERTY AND (III) TAKE ALL ACTIONS
NECESSARY OR REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT TO PERFECT A FIRST
PRIORITY SECURITY INTEREST IN SUCH INTELLECTUAL PROPERTY.
7.10.
FURTHER ASSURANCES. 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 OF THE ADMINISTRATIVE AGENT AND THE LENDERS 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. UPON THE EXERCISE BY THE ADMINISTRATIVE AGENT OR ANY
LENDER 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
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TO OBTAIN FROM THE BORROWER OR ANY OF ITS SUBSIDIARIES FOR SUCH GOVERNMENTAL
CONSENT, APPROVAL, RECORDING, QUALIFICATION OR AUTHORIZATION.
7.11.
USE OF PROCEEDS. USE THE PROCEEDS OF THE LOANS (OTHER THAN
TRANCHE C TERM LOANS AND THE TRANCHE D TERM LOANS), TOGETHER WITH THE PROCEEDS
OF THE ISSUANCE OF THE SENIOR SUBORDINATED NOTES AND THE CONVERTIBLE SENIOR
SUBORDINATED DEBENTURES, TO FINANCE THE TENDER OFFER AND THE PAYMENTS TO BE MADE
IN RESPECT OF THE CONVERTIBLE DEBENTURES OPTIONS TRANSACTIONS, TO REPAY AMOUNTS
OWING UNDER THE PRIOR CREDIT AGREEMENT, TO PAY FEES AND EXPENSES RELATED TO THE
TRANSACTIONS AND FOR GENERAL CORPORATE PURPOSES OF THE BORROWER AND ITS
SUBSIDIARIES; PROVIDED THAT NO MORE THAN $50,000,000 OF THE PROCEEDS OF THE
REVOLVING LOANS SHALL BE USED TO FINANCE THE TENDER OFFER AND THE PAYMENTS TO BE
MADE IN RESPECT