First Data 2007 Annual Report Download - page 332

(c) The Borrower will use the proceeds of the Delayed Draw Term Loans to refinance certain existing indebtedness not tendered on or before the
Original Closing Date.
9.14. Further Assurances.
(a) The 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) that may be required under any applicable law, or that the Collateral Agent or the Required Lenders may reasonably request, in order to grant,
preserve, protect and perfect the validity and priority of the security interests created or intended to be created by the applicable Security Documents, all at the
expense of the Borrower and the Restricted Subsidiaries.
(b) Except with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by written notice to the
Borrower), the cost or other consequences (including any tax consequence) of doing so shall be excessive in view of the benefits to be obtained by the
Lenders therefrom and subject to applicable limitations set forth in the Security Documents, if any assets (including any real estate or improvements thereto or
any interest therein but excluding Stock and Stock Equivalents of any Subsidiary) with a book value or fair market value in excess of $10,000,000 are
acquired by the Borrower or any other Credit Party after the Original Closing Date (other than assets constituting Collateral under a Security Document that
become subject to the Lien of the applicable Security Document upon acquisition thereof) that are of a nature secured by a Security Document, the Borrower
will notify the Collateral Agent, and, if requested by the Collateral Agent, the Borrower will cause such assets to be subjected to a Lien securing the
applicable Obligations and will take, and cause the other applicable Credit Parties to take, such actions as shall be necessary or reasonably requested by the
Collateral Agent, as soon as commercially reasonable but in no event later than 90 days, unless extended by the Administrative Agent in its sole discretion, to
grant and perfect such Liens consistent with the applicable requirements of the Security Documents, including actions described in clause (a) of this Section
9.14.
(c) Any Mortgage delivered to the Collateral Agent in accordance with the preceding clause (b) shall, if requested by the Collateral Agent, be
accompanied by (x) a policy or policies (or an unconditional binding commitment therefor to be replaced by a final title policy as soon as reasonably
practicable) 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 Collateral Agent may reasonably request, (y) such existing surveys, existing abstracts and existing appraisals in the possession of
Borrower and such other documents as the Collateral Agent may reasonably request with respect to any such Mortgaged Property and (z) an opinion of local
counsel to the mortgagor in form and substance reasonably acceptable to the Collateral Agent.
(d) The Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.14(d) to the
Original Credit Agreement as soon as commercially reasonable and by no later than the date set forth in Schedule 9.14(d) to the Original Credit Agreement
with respect to such action or such later date as the Administrative Agent may reasonably agree.
SECTION 10. Negative Covenants
The Borrower hereby covenants and agrees that on the Original Closing Date (immediately after consummation of the Merger) and thereafter,
until the Commitments, the Swingline Commitment and each Letter of Credit have terminated and the Loans and Unpaid Drawings, together with interest,
Fees and all other Obligations incurred hereunder (other than contingent indemnity obligations), are paid in full:
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