ACQUIRED AFTER THE CLOSING DATE IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT TO (1)
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BECOME A PARTY TO THIS AGREEMENT BY EXECUTING THE JOINDER AGREEMENT SET FORTH AS
EXHIBIT F HERETO (THE "JOINDER AGREEMENT"), AND (2) GUARANTEE PAYMENT AND
PERFORMANCE OF THE GUARANTEED OBLIGATIONS PURSUANT TO THE GUARANTY; PROVIDED
THAT NO SUBSIDIARY PARTY TO A JOINDER AGREEMENT SHALL BE A BORROWER UNDER THIS
AGREEMENT UNLESS THE LENDER HAS DESIGNATED SUCH SUBSIDIARY TO BE A BORROWER.
(B)
UPON THE REQUEST OF THE LENDER, EACH LOAN
PARTY SHALL (I) GRANT LIENS TO THE LENDER, PURSUANT TO SUCH DOCUMENTS AS THE
LENDER MAY REASONABLY DEEM NECESSARY AND DELIVER SUCH PROPERTY, DOCUMENTS, AND
INSTRUMENTS AS THE LENDER MAY REQUEST TO PERFECT THE LIENS OF THE LENDER IN ANY
PROPERTY OF SUCH LOAN PARTY WHICH CONSTITUTES COLLATERAL, INCLUDING ANY PARCEL
OF REAL PROPERTY LOCATED IN THE U.S. OWNED BY ANY LOAN PARTY, AND (II) IN
CONNECTION WITH THE FOREGOING REQUIREMENTS, OR EITHER OF THEM, DELIVER TO THE
LENDER ALL ITEMS OF THE TYPE REQUIRED BY SECTION 4.1 (AS APPLICABLE).
UPON
EXECUTION AND DELIVERY OF SUCH LOAN DOCUMENTS AND OTHER INSTRUMENTS,
CERTIFICATES, AND AGREEMENTS, EACH SUCH PERSON SHALL AUTOMATICALLY BECOME A
GUARANTOR HEREUNDER AND THEREUPON SHALL HAVE ALL OF THE RIGHTS, BENEFITS,
DUTIES, AND OBLIGATIONS IN SUCH CAPACITY UNDER THE LOAN DOCUMENTS.
(C)
EACH LOAN PARTY WILL CAUSE (I) 100% OF THE
ISSUED AND OUTSTANDING CAPITAL STOCK OF EACH OF ITS DOMESTIC SUBSIDIARIES AND
(II) 65% (OR SUCH GREATER PERCENTAGE THAT, DUE TO A CHANGE IN AN APPLICABLE LAW
AFTER THE DATE HEREOF, (1) COULD NOT REASONABLY BE EXPECTED TO CAUSE THE
UNDISTRIBUTED EARNINGS OF SUCH FOREIGN SUBSIDIARY AS DETERMINED FOR U.S. FEDERAL
INCOME TAX PURPOSES TO BE TREATED AS A DEEMED DIVIDEND TO SUCH FOREIGN
SUBSIDIARY'S U.S. PARENT AND (2) COULD NOT REASONABLY BE EXPECTED TO CAUSE ANY
MATERIAL ADVERSE TAX CONSEQUENCES) OF THE ISSUED AND OUTSTANDING CAPITAL STOCK
ENTITLED TO VOTE (WITHIN THE MEANING OF TREAS. REG. SECTION 1.956-2(C)(2))
(EXCLUSIVE OF ANY EXCLUDED FOREIGN STOCK) AND 100% OF THE ISSUED AND OUTSTANDING
CAPITAL STOCK NOT ENTITLED TO VOTE (WITHIN THE MEANING OF TREAS. REG.
SECTION 1.956-2(C)(2) IN EACH FOREIGN SUBSIDIARY DIRECTLY OWNED BY ANY LOAN
PARTY (EXCLUSIVE OF ANY EXCLUDED FOREIGN STOCK) OR ANY DOMESTIC SUBSIDIARY TO BE
SUBJECT AT ALL TIMES TO A FIRST PRIORITY, PERFECTED LIEN IN FAVOR OF THE LENDER
PURSUANT TO THE TERMS AND CONDITIONS OF THE LOAN DOCUMENTS OR OTHER SECURITY
DOCUMENTS AS THE LENDER SHALL REASONABLY REQUEST.
(D)
WITHOUT LIMITING THE FOREGOING, EACH LOAN
PARTY SHALL, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES WHICH IS REQUIRED TO
BECOME A LOAN PARTY PURSUANT TO THE TERMS OF THIS AGREEMENT TO, EXECUTE AND
DELIVER, OR CAUSE TO BE EXECUTED AND DELIVERED, TO THE LENDER SUCH DOCUMENTS AND
AGREEMENTS, AND SHALL TAKE OR CAUSE TO BE TAKEN SUCH ACTIONS AS THE LENDER MAY,
FROM TIME TO TIME, REASONABLY REQUEST TO CARRY OUT THE TERMS AND CONDITIONS OF
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
6.16.
Dividends.
(a)
No