PARTY SHALL
CAUSE (I) EACH OF ITS DOMESTIC SUBSIDIARIES (OTHER THAN ANY IMMATERIAL
SUBSIDIARY (EXCEPT AS OTHERWISE PROVIDED IN PARAGRAPH (E) OF THIS SECTION 5.11)
OR UNRESTRICTED SUBSIDIARY) FORMED OR ACQUIRED AFTER THE DATE OF THIS AGREEMENT
IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (II) ANY DOMESTIC SUBSIDIARY
THAT WAS AN IMMATERIAL SUBSIDIARY BUT, AS OF THE END OF THE MOST RECENTLY ENDED
FISCAL QUARTER OF THE BORROWER HAS CEASED TO QUALIFY AS AN IMMATERIAL
SUBSIDIARY, TO BECOME A LOAN PARTY AS PROMPTLY THEREAFTER AS REASONABLY
PRACTICABLE BY EXECUTING A JOINDER AGREEMENT IN SUBSTANTIALLY THE FORM SET FORTH
AS EXHIBIT D HERETO (THE "JOINDER AGREEMENT"). UPON EXECUTION AND DELIVERY
THEREOF, EACH SUCH PERSON (I) SHALL AUTOMATICALLY BECOME A LOAN GUARANTOR
HEREUNDER AND THEREUPON SHALL HAVE ALL OF THE RIGHTS, BENEFITS, DUTIES, AND
OBLIGATIONS IN SUCH CAPACITY UNDER THE LOAN DOCUMENTS AND (II) WILL
SIMULTANEOUSLY THEREWITH OR AS SOON AS PRACTICABLE THEREAFTER GRANT LIENS TO THE
AGENT, FOR THE BENEFIT OF THE AGENT AND THE LENDERS IN ANY PROPERTY (SUBJECT TO
THE LIMITATIONS WITH RESPECT TO EQUITY INTERESTS SET FORTH IN PARAGRAPH (B) OF
THIS SECTION 5.11, THE LIMITATIONS WITH RESPECT TO REAL PROPERTY SET FORTH IN
PARAGRAPH (F) OF THIS SECTION 5.11 AND ANY OTHER LIMITATIONS SET FORTH IN THE
SECURITY AGREEMENT) OF SUCH LOAN PARTY WHICH CONSTITUTES
69
COLLATERAL, ON SUCH TERMS AS MAY BE REQUIRED PURSUANT TO THE TERMS OF THE
COLLATERAL DOCUMENTS AND IN SUCH PRIORITY AS MAY BE REQUIRED PURSUANT TO THE
TERMS OF THE INTERCREDITOR AGREEMENT.
(B) THE BORROWER AND EACH SUBSIDIARY THAT IS A LOAN PARTY WILL CAUSE (I) 100% OF
THE ISSUED AND OUTSTANDING EQUITY INTERESTS OF EACH OF ITS DOMESTIC
SUBSIDIARIES, OTHER THAN ANY DOMESTIC SUBSIDIARY TAXED AS A PARTNERSHIP FOR
FEDERAL INCOME TAX PURPOSES THAT HOLDS EQUITY INTERESTS OF A FOREIGN SUBSIDIARY
WHOSE EQUITY INTERESTS ARE PLEDGED PURSUANT TO CLAUSE (II) BELOW, AND (II) 65%
OF THE ISSUED AND OUTSTANDING EQUITY INTERESTS ENTITLED TO VOTE (WITHIN THE
MEANING OF TREAS. REG. SECTION 1.956-2(C)(2)) AND 100% OF THE ISSUED AND
OUTSTANDING EQUITY INTERESTS NOT ENTITLED TO VOTE (WITHIN THE MEANING OF TREAS.
REG. SECTION 1.956-2(C)(2)) IN EACH FOREIGN SUBSIDIARY DIRECTLY OWNED BY THE
BORROWER OR ANY SUBSIDIARY THAT IS A LOAN PARTY TO BE SUBJECT AT ALL TIMES TO A
FIRST PRIORITY (SUBJECT TO THE INTERCREDITOR AGREEMENT), PERFECTED LIEN IN FAVOR
OF THE AGENT PURSUANT TO THE TERMS AND CONDITIONS OF THE LOAN DOCUMENTS OR OTHER
SECURITY DOCUMENTS AS THE AGENT SHALL REASONABLY REQUEST; PROVIDED, HOWEVER THIS
PARAGRAPH (B) SHALL NOT REQUIRE THE BORROWER OR ANY SUBSIDIARY TO GRANT A
SECURITY INTEREST IN (I) ANY EQUITY INTERESTS OF A SUBSIDIARY TO THE EXTENT A
PLEDGE OF SUCH EQUITY INTERESTS IN FAVOR OF THE AGENT OR TO SECURE ANY DEBT
SECURITIES OF THE BORROWER OR ANY SUBSIDIARY THAT WOULD BE ENTITLED TO SUCH A
SECURITY INTEREST WOULD REQUIRE SEPARATE FINANCIAL STATEMENTS OF A SUBSIDIARY TO
BE FILED WITH THE SEC (OR ANY OTHER GOVERNMENT AGENCY) UNDER RULE 3-10 OR
RULE