ANY PARCEL OF REAL ESTATE OR
LEASEHOLD INTEREST ACQUIRED AFTER THE CLOSING DATE WITH A FAIR MARKET VALUE OF
LESS THAN $10,000,000 OR (Z) ANY OTHER ASSET WITH A FAIR MARKET VALUE OF LESS
THAN $100,000 INDIVIDUALLY (PROVIDED THAT ALL SUCH OTHER ASSETS COLLECTIVELY
HAVE A FAIR MARKET VALUE OF LESS THAN $10,000,000)) AND WITHIN 30 DAYS (UNLESS
OTHERWISE EXTENDED AT THE DISCRETION OF THE ADMINISTRATION AGENT) AFTER REQUEST
BY THE ADMINISTRATIVE AGENT OR COLLATERAL AGENT WITH RESPECT TO ANY OTHER AFTER
ACQUIRED COLLATERAL DEEMED MATERIAL BY THE ADMINISTRATIVE AGENT OR REQUIRED
LENDERS, THE BORROWER WILL, AND WILL CAUSE EACH OF THEIR RESPECTIVE DOMESTIC
SUBSIDIARIES TO, TAKE ALL NECESSARY ACTION, INCLUDING (I) THE FILING OF
APPROPRIATE FINANCING STATEMENTS UNDER THE PROVISIONS OF THE UCC, APPLICABLE
FOREIGN, DOMESTIC OR LOCAL LAWS, RULES OR REGULATIONS IN EACH OF THE OFFICES
WHERE SUCH FILING IS NECESSARY OR APPROPRIATE TO GRANT
THE COLLATERAL AGENT OR
THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE SECURED PARTIES PURSUANT TO
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THE COLLATERAL SECURITY AGREEMENT A PERFECTED LIEN (SUBJECT ONLY TO PERMITTED
LIENS) IN SUCH COLLATERAL PURSUANT TO AND TO THE FULL EXTENT REQUIRED BY THE
SECURITY DOCUMENTS AND THIS AGREEMENT AND (II) WITH RESPECT TO REAL ESTATE, THE
EXECUTION OF A MORTGAGE, THE OBTAINING OF TITLE INSURANCE POLICIES OR
INDEMNIFICATION AGREEMENTS SATISFACTORY TO THE ADMINISTRATIVE AGENT, TITLE
SURVEYS AND REAL ESTATE APPRAISALS SATISFYING THE REQUIREMENTS OF LAW.
(B)
SUBSIDIARY GUARANTIES.
THE BORROWER AGREES
TO CAUSE (I) EACH SUBSIDIARY (OTHER THAN A RECEIVABLES SUBSIDIARY, ANY OF THE
THAI HOLDING COMPANIES, OR IRIC) THAT IS ORGANIZED UNDER THE LAWS OF A STATE OF
THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA AND (II) EACH OTHER
SUBSIDIARY THAT IS WHOLLY OWNED BY A CORPORATION ORGANIZED UNDER THE LAWS OF A
STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA AND IS DISREGARDED AS AN
ENTITY SEPARATE FROM THAT OWNER UNDER TREASURY REGULATION SECTION 301.7701-3, TO
EXECUTE AND DELIVER THE SUBSIDIARY GUARANTY (OR A SUPPLEMENT THERETO) PROMPTLY,
AND IN ANY EVENT, WITHIN 30 DAYS OF SUCH PERSON'S HAVING BECOME A SUBSIDIARY.
(C)
PLEDGE OF NEW SUBSIDIARY STOCK.
THE
BORROWER AGREES TO PLEDGE (OR CAUSE ITS SUBSIDIARIES TO PLEDGE) ALL OF THE
CAPITAL STOCK OF EACH NEW DOMESTIC SUBSIDIARY AND, TO THE EXTENT SUCH PLEDGE
WOULD NOT RESULT IN ADVERSE TAX CONSEQUENCES TO THE BORROWER, 65% OF THE CAPITAL
STOCK OF EACH NEW FIRST-TIER FOREIGN SUBSIDIARY ESTABLISHED, ACQUIRED OR CREATED
AFTER THE CLOSING DATE TO THE COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED
PARTIES PURSUANT TO THE COLLATERAL SECURITY AGREEMENT AND THE OTHER SECURITY
DOCUMENTS PROMPTLY, AND IN ANY EVENT, WITHIN 30 DAYS OF THE ESTABLISHMENT,
ACQUISITION OR CREATION OF SUCH NEW SUBSIDIARY; PROVIDED, THAT ANY FILINGS OR
RECORDATIONS WITH RESPECT TO FOREIGN SUBSIDIARIES MAY BE MADE AFTER SUCH 30-DAY
PERIOD TO THE EXTENT APPROVED BY THE ADMINISTRATIVE AGENT.
(D)
GRANT OF SECURITY BY NEW SUBSIDIARIES.
SUBJECT TO THE PROVISIONS OF SECTIONS 7.11(A) AND 7.11(C), THE BORROWER WILL
PROMPTLY AND, IN ANY EVENT, WITHIN 30 DAYS