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
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Subsidiary or (z) a security interest be required to be granted on any property
of any Excluded Foreign Subsidiary as security for any Obligation;
7.10.2
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;
7.10.3
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;
7.10.4
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 JURISDICTION OUTSIDE THE
UNITED STATES, SIMILAR DOCUMENTS REASONABLY DEEMED APPROPRIATE BY THE
ADMINISTRATIVE AGENT TO OBTAIN THE EQUIVALENT IN SUCH JURISDICTION OF A
FIRST-PRIORITY MORTGAGE ON SUCH REAL PROPERTY);
7.10.5
TO TAKE ALL OTHER ACTIONS REQUESTED BY THE ADMINISTRATIVE
AGENT AS NECESSARY OR ADVISABLE TO ENSURE THE VALIDITY OR CONTINUING VALIDITY OF
ANY GUARANTY FOR ANY OBLIGATION OR ANY LIEN SECURING ANY OBLIGATION, TO PERFECT,
MAINTAIN, EVIDENCE OR ENFORCE ANY LIEN SECURING ANY OBLIGATION OR TO ENSURE SUCH
LIENS HAVE THE SAME PRIORITY AS THAT OF THE LIENS ON SIMILAR COLLATERAL SET
FORTH IN THE LOAN DOCUMENTS EXECUTED ON THE CLOSING DATE (OR, FOR COLLATERAL
LOCATED OUTSIDE THE UNITED STATES, A SIMILAR PRIORITY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT), INCLUDING THE FILING OF UCC FINANCING STATEMENTS IN SUCH
JURISDICTIONS AS MAY BE REQUIRED BY THE LOAN DOCUMENTS OR APPLICABLE
REQUIREMENTS OF LAW OR AS THE ADMINISTRATIVE AGENT MAY OTHERWISE REASONABLY
REQUEST; AND
7.10.6
DELIVER TO THE ADMINISTRATIVE AGENT LEGAL OPINIONS RELATING
TO THE MATTERS DESCRIBED IN THIS SECTION 7.10, WHICH OPINIONS SHALL BE AS
REASONABLY REQUIRED BY, AND IN FORM AND SUBSTANCE AND FROM COUNSEL REASONABLY
SATISFACTORY TO, THE ADMINISTRATIVE AGENT.
7.11
DEPOSIT ACCOUNTS; SECURITIES ACCOUNTS AND CASH
COLLATERAL ACCOUNTS.
(A) EACH GROUP MEMBER (OTHER THAN EXCLUDED FOREIGN
SUBSIDIARIES) SHALL (I) DEPOSIT ALL OF ITS CASH IN DEPOSIT ACCOUNTS THAT ARE
CONTROLLED DEPOSIT ACCOUNTS, PROVIDED, HOWEVER, THAT EACH GROUP MEMBER MAY
MAINTAIN ZERO-BALANCE ACCOUNTS FOR THE PURPOSE OF MANAGING LOCAL DISBURSEMENTS
AND MAY MAINTAIN PAYROLL, WITHHOLDING TAX AND OTHER FIDUCIARY ACCOUNTS,
(II) DEPOSIT ALL OF ITS CASH EQUIVALENTS IN SECURITIES ACCOUNTS THAT ARE
CONTROLLED SECURITIES ACCOUNTS, IN EACH CASE EXCEPT FOR CASH AND CASH
EQUIVALENTS THE AGGREGATE VALUE OF WHICH DOES NOT EXCEED $7,500,000 AT ANY TIME.
(b)
The Administrative Agent shall not give an
Activation