that this
Section 7.10(a) has been complied with.
(C)
HOLDINGS WILL, AND WILL CAUSE THE BORROWER
AND THE SUBSIDIARY GUARANTORS TO, AT THE EXPENSE OF THE BORROWER MAKE, EXECUTE,
ENDORSE, ACKNOWLEDGE, FILE AND/OR DELIVER TO THE COLLATERAL AGENT FROM TIME TO
TIME SUCH FINANCING STATEMENTS, TRANSFER ENDORSEMENTS AND POWERS OF ATTORNEY,
AND TAKE SUCH FURTHER STEPS RELATING TO THE COLLATERAL COVERED BY ANY OF THE
SECURITY DOCUMENTS AS MAY BE NECESSARY TO CREATE, MAINTAIN OR PERFECT THE LIENS
GRANTED TO THE COLLATERAL AGENT OR AS THE COLLATERAL AGENT MAY REASONABLY
REQUIRE, IN EACH CASE AS CONTEMPLATED BY THE SECURITY DOCUMENTS.
(D)
ADDITIONALLY, UPON THE REASONABLE REQUEST
(IN EACH CASE, TAKING INTO ACCOUNT THE RELATIVE COSTS (TO THE BORROWER) AND
BENEFITS (TO THE SECURED CREDITORS)) OF THE COLLATERAL AGENT OR THE REQUIRED
LENDERS, HOLDINGS SHALL 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 (X) ANY
EQUITY INTERESTS IN ANY FOREIGN SUBSIDIARY OR OTHER FOREIGN PERSON, IN EITHER
CASE THAT IS ORGANIZED UNDER THE LAWS OF GERMANY OR THE NETHERLANDS, PLEDGED
PURSUANT TO THE PLEDGE AGREEMENT OWNED BY HOLDINGS OR A DOMESTIC SUBSIDIARY, IN
EACH CASE TO THE EXTENT SUCH ACTIONS ARE PERMITTED TO BE TAKEN UNDER THE LAWS OF
THE APPLICABLE JURISDICTIONS AND (Y) ANY COLLATERAL THE FAIR MARKET VALUE OF
WHICH EQUALS OR EXCEEDS $2,000,000 THAT IS LOCATED OUTSIDE THE U.S. AND IS OWNED
BY A QUALIFIED CREDIT PARTY, TO THE EXTENT THAT SUCH ACTIONS ARE PERMITTED TO BE
TAKEN UNDER THE LAWS OF THE APPLICABLE JURISDICTIONS.
FURTHERMORE, HOLDINGS
WILL, AND WILL CAUSE THE OTHER CREDIT 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 ADMINISTRATIVE AGENT TO ASSURE
ITSELF WITH THE CREDIT PARTIES' COMPLIANCE WITH THIS SECTION 7.10(C).
(E)
EACH CREDIT PARTY AGREES THAT EACH ACTION
REQUIRED ABOVE BY SECTIONS 7.10(A), (B) AND (C) SHALL BE COMPLETED AS SOON AS
POSSIBLE, BUT IN NO EVENT LATER THAN (1) IN THE CASE OF SECTION 7.10(A), 10
BUSINESS DAYS AFTER THE DATE OF THE ESTABLISHMENT, CREATION OR ACQUISITION OF
THE RESPECTIVE SUBSIDIARY, EXCEPT THAT ALL REQUIREMENTS SET FORTH ABOVE IN
SECTION 7.10(A) WITH RESPECT TO INTERMEDIATE HOLDCO SHALL BE REQUIRED TO BE
SATISFIED ON SUCH SOONER DATE, IF ANY, AS ANY EQUITY INTERESTS OF THE BORROWER
ARE TRANSFERRED TO IT AND (2) IN THE CASE OF SECTION 7.10(B), 60 DAYS (OR SUCH
LONGER PERIOD AS THE COLLATERAL AGENT MAY AGREE) AFTER SUCH ACTION IS REQUESTED
TO BE TAKEN BY THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR THE
53
REQUIRED LENDERS, AS THE CASE MAY