IN FORM AND SUBSTANCE SATISFACTORY TO THE AGENT IN
ITS PERMITTED DISCRETION IN ORDER TO CARRY OUT THE PURPOSES, TERMS AND
CONDITIONS OF THE LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY,
WHETHER BEFORE, AT OR AFTER THE PERFORMANCE AND/OR CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR THE OCCURRENCE OF ANY DEFAULT OR EVENT OF
DEFAULT.
(B)
WITHOUT LIMITING ANY OTHER PROVISION OF ANY LOAN DOCUMENT, EACH
CREDIT PARTY SHALL, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO, EXECUTE AND
DELIVER, OR CAUSE TO BE EXECUTED AND DELIVERED, TO AGENT ALL AGREEMENTS,
INSTRUMENTS, DOCUMENTS AND OTHER DELIVERIES, AND TAKE OR CAUSE TO BE TAKEN ALL
ACTIONS, AND OTHERWISE PERFORM, OBSERVE AND COMPLY WITH ALL OBLIGATIONS AND
COVENANTS, SET FORTH ON SCHEDULE 6.7 HERETO WITHIN THE APPLICABLE TIME PERIODS
SET FORTH THEREON.
(C)
EACH CREDIT PARTY SHALL, AND, EXCEPT AS PROVIDED IN
SUBSECTION (E) SHALL CAUSE ITS SUBSIDIARIES TO, (I) EXECUTE, DELIVER AND/OR
RECORD ANY AND ALL FINANCING STATEMENTS, CONTINUATION STATEMENTS, STOCK POWERS,
INSTRUMENTS AND OTHER DOCUMENTS, OR CAUSE THE EXECUTION, DELIVERY AND RECORDING
OF ANY AND ALL OF THE FOREGOING, THAT ARE NECESSARY OR REQUIRED UNDER LAW OR
OTHERWISE REQUESTED BY AGENT IN ITS PERMITTED DISCRETION TO CREATE, PERFECT OR
PRESERVE THE PLEDGE OF THE COLLATERAL TO AGENT AND THE LIEN ON THE COLLATERAL IN
FAVOR OF AGENT, FOR THE BENEFIT OF THE LENDER PARTIES UNDER THE LOAN DOCUMENTS
(AND EACH CREDIT PARTY IRREVOCABLY GRANTS AGENT THE RIGHT, AT AGENT'S OPTION, TO
FILE ANY OR ALL OF THE FOREGOING), AND (II) DEFEND THE COLLATERAL AND THE LIEN
IN FAVOR OF AGENT, FOR THE BENEFIT OF THE LENDER PARTIES UNDER THE LOAN
DOCUMENTS, AGAINST ALL CLAIMS AND DEMANDS OF ALL PERSONS (OTHER THAN PERMITTED
LIENS).
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND EXCEPT AS PROVIDED
IN SUBSECTION (E) OR AS OTHERWISE APPROVED IN WRITING BY REQUISITE LENDERS,
(I) EACH GUARANTOR SHALL, AND EACH CREDIT PARTY SHALL CAUSE ITS SUBSIDIARIES
(OTHER THAN THE BORROWER) TO, GUARANTY THE OBLIGATIONS OF BORROWER AND GRANT TO
AGENT, FOR THE BENEFIT OF THE LENDER PARTIES UNDER THE LOAN DOCUMENTS, A LIEN ON
ALL OF ITS PROPERTY TO SECURE SUCH GUARANTY, AND (II) EVOLVING SYSTEMS AND EACH
CREDIT PARTY SHALL GRANT A FIRST PRIORITY LIEN (OTHER THAN WITH RESPECT TO
PROPERTY SUBJECT TO PRIORITY PERMITTED LIENS) ON ALL OF ITS PROPERTY (OTHER THAN
ACCOUNTS USED EXCLUSIVELY FOR EMPLOYEE PAYROLL AND EMPLOYEE BENEFIT AND ANY
OTHER PROPERTY THAT IS NOT REQUIRED TO CONSTITUTE COLLATERAL PURSUANT TO THE
SECURITY DOCUMENTS) AND, WITHOUT LIMITING THE FOREGOING, PLEDGE THE STOCK AND
OTHER EQUITY INTERESTS AND
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SECURITIES OF EACH OF ITS SUBSIDIARIES, IN EACH CASE TO AGENT, FOR THE BENEFIT
OF THE LENDER PARTIES, TO SECURE THE OBLIGATIONS.
IN FURTHERANCE THEREOF, EACH
DOMESTIC SUBSIDIARY OF A CREDIT PARTY SHALL EXECUTE A JOINDER AGREEMENT AND
BECOME A PARTY TO SUCH OF THE LOAN DOCUMENTS, INCLUDING THIS AGREEMENT, AND IN
SUCH CAPACITY (BORROWER OR GUARANTOR) AS AGENT SHALL ELECT.
NOTWITHSTANDING THE
OTHER PROVISIONS OF THIS SUBSECTION (C) AND ANYTHING ELSE IN THIS