ANY LIEN ARISING PURSUANT TO OR
BY REASON OF ANY LOAN DOCUMENT) TO ANY PERSON ON SUCH CAPITAL STOCK RESULTING IN
THE EXISTING NOTES BECOMING EQUALLY AND RATABLY SECURED BY SUCH CAPITAL STOCK
PURSUANT TO SECTION 5.03 OF THE EXISTING NOTES INDENTURE, FOR SO LONG AS THE
EXISTING NOTES ARE SO SECURED (AND ANY LIEN GRANTED TO THE COLLATERAL AGENT OR
ANY OTHER SECURED PARTY AS A RESULT OF THIS CLAUSE (Y) SHALL BE AUTOMATICALLY
RELEASED ONCE SUCH LIEN IS NO LONGER OUTSTANDING) PROVIDED THAT IN NO EVENT
SHALL MORE THAN 65% OF THE CAPITAL STOCK OF ANY SUCH NEW FOREIGN SUBSIDIARY THAT
IS SO OWNED BE REQUIRED TO BE SO PLEDGED AND, PROVIDED, FURTHER, THAT NO SUCH
PLEDGE OR SECURITY SHALL BE REQUIRED WITH RESPECT TO ANY NON-WHOLLY OWNED
FOREIGN SUBSIDIARY OR UNRESTRICTED SUBSIDIARY TO THE EXTENT THAT THE GRANT OF
SUCH PLEDGE OR SECURITY INTEREST WOULD VIOLATE THE TERMS OF ANY AGREEMENTS UNDER
WHICH THE INVESTMENT BY THE BORROWER OR ANY OF ITS SUBSIDIARIES WAS MADE
THEREIN, AND (II) TO THE EXTENT REASONABLY DEEMED ADVISABLE BY THE COLLATERAL
AGENT, DELIVER TO THE COLLATERAL AGENT OR TO ANY AGENT THEREFOR AS PROVIDED BY
THE INTERCREDITOR AGREEMENT, THE CERTIFICATES, IF ANY, REPRESENTING SUCH CAPITAL
STOCK, TOGETHER WITH UNDATED STOCK POWERS, EXECUTED AND DELIVERED IN BLANK BY A
DULY AUTHORIZED OFFICER OF THE RELEVANT PARENT OF SUCH NEW FOREIGN SUBSIDIARY OR
UNRESTRICTED SUBSIDIARY AND TAKE SUCH OTHER ACTION AS MAY BE REASONABLY DEEMED
BY THE COLLATERAL AGENT TO BE NECESSARY OR DESIRABLE TO PERFECT THE COLLATERAL
AGENT'S SECURITY INTEREST THEREIN.
(D)
AT ITS OWN EXPENSE, EXECUTE, ACKNOWLEDGE AND
DELIVER, OR CAUSE THE EXECUTION, ACKNOWLEDGEMENT AND DELIVERY OF, AND THEREAFTER
REGISTER, FILE OR RECORD IN AN APPROPRIATE GOVERNMENTAL OFFICE, ANY DOCUMENT OR
INSTRUMENT REASONABLY DEEMED BY THE COLLATERAL AGENT TO BE NECESSARY OR
DESIRABLE FOR THE CREATION, PERFECTION AND PRIORITY AND THE CONTINUATION OF THE
VALIDITY, PERFECTION AND PRIORITY OF THE FOREGOING LIENS OR ANY OTHER LIENS
CREATED PURSUANT TO THE SECURITY DOCUMENTS.
(E)
NOTWITHSTANDING ANYTHING TO CONTRARY IN
THIS AGREEMENT, NOTHING IN THIS SUBSECTION 6.9 SHALL REQUIRE THAT ANY LOAN PARTY
GRANT A LIEN WITH RESPECT TO ANY OWNED REAL PROPERTY OR FIXTURES IN WHICH SUCH
SUBSIDIARY ACQUIRES OWNERSHIP RIGHTS TO THE EXTENT THAT THE ADMINISTRATIVE
AGENT, IN ITS REASONABLE JUDGMENT, DETERMINES THAT THE GRANTING OF SUCH A LIEN
IS IMPRACTICABLE.
(F)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, (X) NOTHING IN THIS SUBSECTION 6.9
(OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT) SHALL
REQUIRE ANY LOAN PARTY TO GRANT OR MAINTAIN ANY SECURITY INTEREST OR LIEN IN
RESPECT OF ANY ASSET AS A RESULT OF WHICH THE EXISTING NOTES WOULD BE REQUIRED
TO BE EQUALLY AND RATABLY SECURED PURSUANT TO SECTION 5.03 OF THE EXISTING NOTES
INDENTURE AS IN
101
EFFECT ON THE CLOSING DATE, UNLESS AND UNTIL (I) THE EXISTING NOTES INDENTURE
CEASES TO BE IN FULL FORCE AND EFFECT AS A RESULT OF THE SATISFACTION AND