SUBSIDIARIES.
IN THE EVENT ANY PERSON IS OR
BECOMES A RESTRICTED SUBSIDIARY, BORROWER WILL (A) PROMPTLY TAKE ALL ACTION
NECESSARY TO COMPLY WITH SECTION 6.14, (B) PROMPTLY TAKE ALL SUCH ACTION AND
EXECUTE AND DELIVER, OR CAUSE TO BE EXECUTED AND DELIVERED, TO THE
ADMINISTRATIVE AGENT ALL SUCH OPINIONS, DOCUMENTS, INSTRUMENTS, AGREEMENTS, AND
CERTIFICATES SIMILAR TO THOSE DESCRIBED IN SECTIONS 5.01(B) AND 5.01(C) THAT THE
ADMINISTRATIVE AGENT MAY REQUEST, AND (C) PROMPTLY CAUSE SUCH RESTRICTED
SUBSIDIARY TO (I) BECOME A PARTY TO THIS AGREEMENT AND GUARANTEE THE OBLIGATIONS
BY EXECUTING AND DELIVERING TO THE ADMINISTRATIVE AGENT A COUNTERPART AGREEMENT
IN THE FORM OF EXHIBIT C, (II) GRANT TO THE ADMINISTRATIVE AGENT, FOR THE
BENEFIT OF THE LENDERS, A LIEN ON AND SECURITY INTEREST IN ALL DIRECT INTERESTS
OF SUCH RESTRICTED SUBSIDIARY, IF ANY, REQUIRED TO COMPLY WITH SECTION 6.09 AND
ALL PARTNERSHIP INTERESTS AND CERTAIN OTHER PERSONAL PROPERTY TO SECURE THE
OBLIGATIONS AND (III) ALL TITLE OPINIONS AND OTHER INFORMATION, IF ANY, REQUIRED
TO COMPLY WITH SECTION 6.10.
UPON DELIVERY OF ANY SUCH COUNTERPART AGREEMENT TO
THE ADMINISTRATIVE AGENT, NOTICE OF WHICH IS HEREBY WAIVED BY EACH CREDIT PARTY,
SUCH RESTRICTED SUBSIDIARY SHALL BE A GUARANTOR AND SHALL BE AS FULLY A PARTY
HERETO AS IF SUCH RESTRICTED SUBSIDIARY WERE AN ORIGINAL SIGNATORY HERETO.
EACH
CREDIT PARTY EXPRESSLY AGREES THAT ITS OBLIGATIONS ARISING HEREUNDER SHALL NOT
BE AFFECTED OR DIMINISHED BY THE ADDITION OR RELEASE OF ANY OTHER CREDIT PARTY
HEREUNDER.
THIS AGREEMENT SHALL BE FULLY EFFECTIVE AS TO ANY CREDIT PARTY THAT
IS OR BECOMES A PARTY HERETO REGARDLESS OF WHETHER ANY OTHER PERSON BECOMES OR
FAILS TO BECOME OR CEASES TO BE A CREDIT PARTY HEREUNDER.
WITH RESPECT TO EACH
SUCH RESTRICTED SUBSIDIARY, THE BORROWER SHALL
PROMPTLY SEND TO THE
ADMINISTRATIVE AGENT WRITTEN NOTICE SETTING FORTH WITH RESPECT TO SUCH PERSON
THE DATE ON WHICH SUCH PERSON BECAME A RESTRICTED SUBSIDIARY OF THE BORROWER,
AND SUPPLEMENT THE DATA REQUIRED TO BE SET FORTH IN THE SCHEDULES TO THIS
AGREEMENT AS A RESULT OF THE ACQUISITION OR CREATION OF SUCH RESTRICTED
SUBSIDIARY; PROVIDED THAT SUCH SUPPLEMENTAL DATA MUST BE REASONABLY ACCEPTABLE
TO THE ADMINISTRATIVE AGENT AND REQUIRED LENDERS.
SECTION 6.14.
PLEDGED EQUITY INTERESTS.
ON THE DATE HEREOF AND AT THE
TIME HEREAFTER THAT ANY RESTRICTED SUBSIDIARY OF THE BORROWER OR ANY SPONSORED
PARTNERSHIP IS CREATED OR ACQUIRED OR ANY UNRESTRICTED SUBSIDIARY BECOMES A
RESTRICTED SUBSIDIARY, THE BORROWER AND THE SUBSIDIARIES (AS APPLICABLE) SHALL
EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE SECURED
PARTIES, A SECURITY AGREEMENT, IN FORM AND SUBSTANCE ACCEPTABLE TO THE
ADMINISTRATIVE AGENT, FROM THE BORROWER AND/OR THE SUBSIDIARIES (AS APPLICABLE)
COVERING ALL EQUITY INTERESTS OWNED BY THE BORROWER OR SUCH RESTRICTED
SUBSIDIARIES IN SUCH RESTRICTED SUBSIDIARIES OR ANY SPONSORED PARTNERSHIP,
TOGETHER WITH ALL CERTIFICATES (OR OTHER EVIDENCE ACCEPTABLE TO ADMINISTRATIVE
AGENT) EVIDENCING THE ISSUED AND OUTSTANDING EQUITY INTERESTS OF EACH SUCH
RESTRICTED SUBSIDIARY OR SPONSORED PARTNERSHIP OF EVERY CLASS OWNED BY SUCH
CREDIT PARTY (AS APPLICABLE) WHICH, IF CERTIFICATED, SHALL BE DULY