RELATED TRANSACTION
82
COSTS, FEES AND EXPENSES, (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.
SECTION 7.10
ADDITIONAL COLLATERAL AND GUARANTIES.
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:
(A)
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:
(I)
(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 GUARANTY, AS PRIMARY
OBLIGOR AND NOT AS SURETY, THE PAYMENT OF THE OBLIGATIONS OF THE BORROWER; AND
(II)
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 SUBSTANTIALLY ALL OF ITS PROPERTY AS SECURITY
FOR THE OBLIGATIONS OF SUCH LOAN PARTY, EITHER BY SUPPLEMENT TO THE GUARANTEE
AND SECURITY AGREEMENT OR BY SEPARATE AGREEMENT ON SUBSTANTIALLY THE SAME TERMS;
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 65% 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;
(B)
DELIVER TO THE ADMINISTRATIVE AGENT ALL CERTIFICATES
REPRESENTING ALL SECURITIES PLEDGED AND REQUIRED TO BE DELIVERED PURSUANT TO THE
DOCUMENTS DELIVERED PURSUANT TO CLAUSE (A) ABOVE, TOGETHER WITH UNDATED POWERS
OR ENDORSEMENTS DULY EXECUTED IN BLANK;
(C)
UPON REQUEST OF THE ADMINISTRATIVE AGENT, DELIVER TO IT (X)
AN APPRAISAL COMPLYING WITH FIRREA, (Y) WITHIN 45 DAYS OF RECEIPT OF NOTICE FROM
THE ADMINISTRATIVE AGENT THAT REAL PROPERTY OF THE LOAN PARTIES IS LOCATED IN A
SPECIAL FLOOD HAZARD AREA, FEDERAL FLOOD INSURANCE AS REQUIRED BY SECTION 7.5,
AND (Z) A MORTGAGE, IN EACH CASE ON ANY REAL PROPERTY WITH A FAIR MARKET VALUE
IN EXCESS OF $1,000,000 OWNED BY ANY LOAN PARTY, TOGETHER WITH ALL MORTGAGE
SUPPORTING DOCUMENTS RELATING THERETO (OR, IF SUCH REAL PROPERTY IS LOCATED IN A
JURISDICTION OUTSIDE THE UNITED STATES, SIMILAR DOCUMENTS DEEMED APPROPRIATE BY
THE ADMINISTRATIVE AGENT TO OBTAIN THE EQUIVALENT