WHICH TIME THE SURVIVING ENTITY OF THE
RESPECTIVE MERGER TRANSACTION SHALL BE REQUIRED TO SO COMPLY (WITHIN THE 10
BUSINESS DAY PERIOD REFERRED TO BELOW)), (B) 100% OF THE EQUITY INTERESTS OF
EACH NON-WHOLLY OWNED DOMESTIC SUBSIDIARIES WHICH ARE OWNED BY A CREDIT PARTY
THAT IS ESTABLISHED, CREATED OR ACQUIRED AFTER THE RESTATEMENT EFFECTIVE DATE TO
BE PLEDGED PURSUANT TO THE PLEDGE AGREEMENT AND THE CERTIFICATES REPRESENTING
SUCH EQUITY INTERESTS, IF ANY, TOGETHER WITH ENDORSEMENTS FOR THE TRANSFER
THEREOF DULY EXECUTED IN BLANK TO BE DELIVERED TO THE COLLATERAL AGENT AND
(C) THE EQUITY INTERESTS OF ANY FOREIGN SUBSIDIARY WHICH IS OWNED BY A CREDIT
PARTY TO BE PLEDGED TO THE COLLATERAL AGENT PURSUANT TO, AND TO THE EXTENT
REQUIRED BY, THE PLEDGE AGREEMENT (EXCEPT THAT THE EQUITY INTERESTS OF ANY
FOREIGN SUBSIDIARY CREATED SOLELY FOR THE PURPOSES OF CONSUMMATING A MERGER
TRANSACTION PURSUANT TO A PERMITTED ACQUISITION, SO LONG AS SUCH FOREIGN
SUBSIDIARY AT NO TIME HOLDS ANY ASSETS OR LIABILITIES OTHER THAN MERGER
CONSIDERATION CONTRIBUTED TO IT CONTEMPORANEOUSLY WITH THE CLOSING OF SUCH
MERGER TRANSACTION, NEED NOT BE SO PLEDGED UNTIL THE DATE OF THE CONSUMMATION OF
THE RESPECTIVE PERMITTED ACQUISITION, AT WHICH TIME THE EQUITY INTERESTS OF THE
SURVIVING ENTITY THEREOF SHALL BE REQUIRED TO BE SO PLEDGED (WITHIN THE 10
BUSINESS DAY PERIOD REFERRED TO BELOW)).
FOR THE AVOIDANCE OF DOUBT NOTHING IN
THIS SECTION 7.10(A) SHALL BE CONSTRUED TO PERMIT THE ACQUISITION OF ANY
SUBSIDIARY AFTER THE RESTATEMENT EFFECTIVE DATE UNLESS SUCH ACQUISITION IS
PERMITTED PURSUANT TO THE TERMS OF SECTION 7.12, 8.02, 8.06(Q) AND/OR 8.06(R).
(b)
Holdings will cause the Borrower and the
Guarantors to grant to the Collateral Agent security interests and mortgages in
owned Real Property with a fair market value of $5,000,000 or more acquired
after the Restatement Effective Date (including as a result of the acquisition
of any Subsidiary that becomes a Subsidiary Guarantor as provided in
Section 7.10(a)) as may be reasonably requested from time to time by the
Administrative Agent and/or the Required Lenders (collectively, the "Additional
Mortgages").
All such security interests and
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mortgages shall be granted pursuant to documentation reasonably satisfactory in
form and substance to the Administrative Agent and shall constitute valid and
enforceable Liens superior to and prior to the rights of all third Persons
(except to the extent subject to any Permitted Encumbrances) and subject to no
other Liens except Permitted Liens.
The Additional Mortgages or instruments
related thereto shall be duly recorded or filed in such manner and in such
places as are required by law to establish, perfect, preserve and protect the
Liens in favor of the Collateral Agent required to be granted pursuant to the
Additional Mortgages and all taxes, fees and other charges payable in connection
therewith shall be paid in full.
Furthermore, Holdings shall cause to be
delivered to the Collateral Agent such opinions of counsel, title insurance,
surveys, flood certificates and other related documents as may be reasonably
requested by the Administrative Agent to assure itself