"JOINDER AGREEMENT") WITHIN THIRTY (30) DAYS (OR SUCH
LATER DATE AS MAY BE AGREED UPON BY THE ADMINISTRATIVE AGENT) OF SUCH FORMATION,
ACQUISITION OR QUALIFICATION, SUCH JOINDER AGREEMENT TO BE ACCOMPANIED BY
APPROPRIATE CORPORATE RESOLUTIONS, OTHER CORPORATE ORGANIZATIONAL AND
AUTHORIZATION
62
DOCUMENTATION AND LEGAL OPINIONS IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO THE ADMINISTRATIVE AGENT. 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 GRANT LIENS TO THE ADMINISTRATIVE AGENT,
FOR THE BENEFIT OF THE SECURED PARTIES, IN ANY PROPERTY OF SUCH LOAN PARTY WHICH
CONSTITUTES COLLATERAL.
(B)
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HOLDINGS WILL CAUSE THE
APPLICABLE PLEDGE PERCENTAGE OF THE ISSUED AND OUTSTANDING EQUITY INTERESTS OF
EACH PLEDGE SUBSIDIARY DIRECTLY OWNED BY HOLDINGS OR ANY OTHER LOAN PARTY TO BE
SUBJECT AT ALL TIMES TO A FIRST PRIORITY, PERFECTED LIEN IN FAVOR OF THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE ADMINISTRATIVE AGENT AND THE
LENDERS, TO SECURE THE SECURED OBLIGATIONS IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THE COLLATERAL DOCUMENTS OR SUCH OTHER SECURITY DOCUMENTS AS THE
ADMINISTRATIVE AGENT SHALL REASONABLY REQUEST.
NOTWITHSTANDING THE FOREGOING,
NO SUCH PLEDGE AGREEMENT IN RESPECT OF THE EQUITY INTERESTS OF A FOREIGN
SUBSIDIARY SHALL BE REQUIRED HEREUNDER (I) (A) UNTIL THE DATE THAT IS SIXTY (60)
DAYS IMMEDIATELY FOLLOWING THE EFFECTIVE DATE (OR SUCH LATER DATE AS MAY BE
AGREED UPON BY THE ADMINISTRATIVE AGENT) IN THE CASE OF MATERIAL FOREIGN
SUBSIDIARIES IN EXISTENCE ON THE EFFECTIVE DATE AND (B) WITHIN SIXTY (60) DAYS
(OR SUCH LATER DATE AS MAY BE AGREED UPON BY THE ADMINISTRATIVE AGENT) IN THE
CASE OF A MATERIAL FOREIGN SUBSIDIARY FORMED OR ACQUIRED, OR A FOREIGN
SUBSIDIARY OTHERWISE QUALIFYING AS A MATERIAL FOREIGN SUBSIDIARY, AFTER THE
EFFECTIVE DATE AND (II) TO THE EXTENT THE ADMINISTRATIVE AGENT OR ITS COUNSEL
DETERMINES THAT, IN LIGHT OF THE COST AND EXPENSE ASSOCIATED THEREWITH, SUCH
PLEDGE WOULD NOT PROVIDE MATERIAL CREDIT SUPPORT FOR THE BENEFIT OF THE SECURED
PARTIES PURSUANT TO LEGALLY VALID, BINDING AND ENFORCEABLE PLEDGE AGREEMENTS.
(C)
WITHOUT LIMITING THE FOREGOING, EACH LOAN PARTY WILL, AND WILL CAUSE EACH
SUBSIDIARY TO, EXECUTE AND DELIVER, OR CAUSE TO BE EXECUTED AND DELIVERED, TO
THE ADMINISTRATIVE AGENT SUCH DOCUMENTS, AGREEMENTS AND INSTRUMENTS (INCLUDING,
WITHOUT LIMITATION, THE MAKING OF COMMERCIALLY REASONABLY EFFORTS IN RESPECT OF
DEPOSIT ACCOUNT CONTROL AGREEMENTS AND SECURITIES ACCOUNT CONTROL AGREEMENTS),
AND WILL TAKE OR CAUSE TO BE TAKEN SUCH FURTHER ACTIONS (INCLUDING THE FILING
AND RECORDING OF FINANCING STATEMENTS AND OTHER DOCUMENTS AND SUCH OTHER ACTIONS
OR DELIVERIES OF THE TYPE REQUIRED BY SECTION 4.01, AS APPLICABLE), WHICH MAY BE
REQUIRED BY LAW OR WHICH THE ADMINISTRATIVE AGENT MAY, FROM TIME TO TIME,
REASONABLY REQUEST TO CARRY OUT THE TERMS AND CONDITIONS OF THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS AND TO ENSURE PERFECTION AND PRIORITY OF THE LIENS
CREATED OR INTENDED TO BE