the Borrower, each other Group Member) solely (a) to
refinance and/or restate the Indebtedness under the Existing Loan Agreement, (b)
for the payment of transaction costs, fees and expenses incurred in connection
with the Loan Documents and the transactions contemplated therein and (c) for
working capital and general corporate and similar purposes, including to fund
Permitted Acquisitions.
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15.10
ADDITIONAL COLLATERAL AND GUARANTEES.
To the extent not delivered to the Administrative Agent on or before the Closing
Date (including in respect of after-acquired property and Persons that become
Subsidiaries of any Loan Party after the Closing Date), each Group Member shall,
promptly, do each of the following, unless otherwise agreed by the
Administrative Agent:
15.10.1
DELIVER TO THE ADMINISTRATIVE AGENT SUCH MODIFICATIONS TO THE TERMS OF
THE LOAN DOCUMENTS (OR, TO THE EXTENT APPLICABLE AS DETERMINED BY THE
ADMINISTRATIVE AGENT, SUCH OTHER DOCUMENTS), IN EACH CASE IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND AS THE ADMINISTRATIVE
AGENT DEEMS NECESSARY OR ADVISABLE IN ORDER TO ENSURE THE FOLLOWING:
(3)
(A) EACH SUBSIDIARY OF ANY LOAN PARTY THAT HAS ENTERED INTO GUARANTY
OBLIGATIONS WITH RESPECT TO ANY INDEBTEDNESS OF THE BORROWER AND (B) EACH WHOLLY
OWNED SUBSIDIARY OF ANY LOAN PARTY SHALL GUARANTEE, AS PRIMARY OBLIGOR AND NOT
AS SURETY, THE PAYMENT OF THE OBLIGATIONS OF THE BORROWER; AND
(4)
EACH LOAN PARTY (INCLUDING ANY PERSON REQUIRED TO BECOME A GUARANTOR
PURSUANT TO CLAUSE (I) ABOVE) SHALL EFFECTIVELY GRANT TO THE ADMINISTRATIVE
AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, A VALID AND ENFORCEABLE SECURITY
INTEREST IN ALL OF ITS PROPERTY, INCLUDING ALL OF ITS STOCK AND STOCK
EQUIVALENTS AND OTHER SECURITIES, AS SECURITY FOR THE OBLIGATIONS OF SUCH LOAN
PARTY;
provided, however, that, unless the Borrower and the Administrative Agent
otherwise agree, in no event shall (x) any Excluded Foreign Subsidiary be
required to guaranty the payment of any Obligation, (y) the Loan Parties,
individually or collectively, be required to pledge in excess of 66% of the
outstanding Voting Stock of any Excluded Foreign Subsidiary or (z) a security
interest be required to be granted on any property of any Excluded Foreign
Subsidiary as security for any Obligation;
15.10.2
DELIVER TO THE ADMINISTRATIVE AGENT ALL DOCUMENTS REPRESENTING ALL
STOCK, STOCK EQUIVALENTS AND OTHER SECURITIES PLEDGED PURSUANT TO THE DOCUMENTS
DELIVERED PURSUANT TO CLAUSE (A) ABOVE, TOGETHER WITH UNDATED POWERS OR
ENDORSEMENTS DULY EXECUTED IN BLANK;
15.10.3
WITHIN 60 DAYS FOLLOWING THE CLOSING DATE, DELIVER TO THE
ADMINISTRATIVE AGENT MODIFICATIONS TO THE MORTGAGES FOR EACH REAL PROPERTY OF
THE LOAN PARTIES IDENTIFIED ON SCHEDULE 4.16 (EXCEPT AS MAY BE AGREED TO BY THE
ADMINISTRATIVE AGENT), TOGETHER WITH ALL MORTGAGE SUPPORTING DOCUMENTS RELATING
THERETO AS MAY BE REQUESTED BY THE ADMINISTRATIVE AGENT;
15.10.4
UPON REQUEST OF THE ADMINISTRATIVE AGENT, DELIVER TO IT A MORTGAGE ON
ANY REAL PROPERTY OWNED BY ANY LOAN PARTY, TOGETHER WITH ALL MORTGAGE SUPPORTING
DOCUMENTS RELATING THERETO (OR, IF SUCH REAL PROPERTY OR THE REAL PROPERTY
SUBJECT TO SUCH LEASE IS LOCATED IN A