THERETO) SHALL HAVE
BEEN DULY EXECUTED AND DELIVERED BY EACH FOREIGN BORROWER AND EACH FOREIGN
PARENT OF SUCH FOREIGN BORROWER EXISTING AT SUCH TIME AND DIRECTLY OWNING ANY
OUTSTANDING EQUITY INTERESTS OR ANY INDEBTEDNESS, AND THERE SHALL HAVE BEEN DULY
AND VALIDLY PLEDGED TO THE COLLATERAL AGENT UNDER THE PLEDGE AGREEMENT, FOR THE
RATABLE BENEFIT OF THE SECURED PARTIES, (A) ALL THE EQUITY INTERESTS IN SUCH
FOREIGN BORROWER, EACH FOREIGN PARENT OF SUCH FOREIGN BORROWER AND EACH
SUBSIDIARY DIRECTLY OWNED IN WHOLE OR IN PART BY SUCH FOREIGN BORROWER OR ANY
SUCH FOREIGN PARENT, INCLUDING ANY SUCH EQUITY INTERESTS OWNED BY THE COMPANY
AND THE DOMESTIC SUBSIDIARIES THAT ARE NOT PLEDGED PURSUANT TO CLAUSE (A)(II)
ABOVE AND (B) ALL THE INDEBTEDNESS THAT IS OWED TO SUCH FOREIGN BORROWER OR A
FOREIGN PARENT (IT BEING UNDERSTOOD THAT THE EQUITY INTERESTS AND INDEBTEDNESS
REFERRED TO IN THIS CLAUSE (II) WILL SECURE ONLY THE OBLIGATIONS OF SUCH FOREIGN
BORROWER); AND ANY CERTIFICATES, PROMISSORY NOTES OR OTHER INSTRUMENTS
REPRESENTING SUCH EQUITY INTERESTS OR INDEBTEDNESS, ACCOMPANIED BY STOCK POWERS
OR OTHER INSTRUMENTS OF TRANSFER ENDORSED IN BLANK, SHALL BE IN THE ACTUAL
POSSESSION OF THE COLLATERAL AGENT AND ALL OTHER STEPS REQUIRED UNDER APPLICABLE
LAW OR REQUESTED BY THE COLLATERAL AGENT TO ENSURE THAT THE PLEDGE AGREEMENTS
CREATE VALID, FIRST PRIORITY, PERFECTED LIENS (SUBJECT TO PERMITTED
ENCUMBRANCES) ON ALL THE COLLATERAL SUBJECT THERETO SHALL HAVE BEEN TAKEN; AND
(III)
ONE OR MORE SECURITY AGREEMENTS (OR SUPPLEMENTS THERETO) SHALL
HAVE BEEN DULY EXECUTED AND DELIVERED BY EACH FOREIGN BORROWER OR FOREIGN PARENT
OF SUCH FOREIGN BORROWER EXISTING AT SUCH TIME AND THERE SHALL HAVE BEEN
SUBJECTED TO SECURITY INTERESTS THEREUNDER SECURING THE OBLIGATIONS OF SUCH
FOREIGN BORROWER (BUT NOT ANY OBLIGATIONS OF THE COMPANY OR ANY DOMESTIC
SUBSIDIARY) ALL THE PERSONAL PROPERTY OR FIXTURES (WITHIN THE MEANING OF THE
UCC) OF SUCH PERSON IN WHICH A SECURITY INTEREST CAN BE CREATED UNDER THE LAWS
OF EACH APPLICABLE JURISDICTION, WITH SUCH EXCEPTIONS AS THE COLLATERAL AGENT
MAY APPROVE IN ITS SOLE DISCRETION, AND WITHOUT LIABILITY TO ANY PARTY HERETO,
TAKING INTO ACCOUNT THE COST AND DIFFICULTY INVOLVED IN CREATING OR PERFECTING
ANY SUCH SECURITY INTEREST AND THE BENEFITS TO THE LENDERS THAT WOULD RESULT
THEREFROM, AND ALL DOCUMENTS AND INSTRUMENTS REQUIRED BY LAW OR REASONABLY
REQUESTED BY THE COLLATERAL AGENT TO BE FILED, REGISTERED OR RECORDED TO CREATE
THE SECURITY INTERESTS INTENDED TO BE CREATED BY THE SECURITY AGREEMENTS AND
PERFECT SUCH LIENS TO THE EXTENT REQUIRED BY, AND WITH THE PRIORITY REQUIRED BY,
THE SECURITY AGREEMENTS, SHALL HAVE BEEN FILED, REGISTERED OR RECORDED (OR
ARRANGEMENTS SATISFACTORY TO THE COLLATERAL AGENT FOR SUCH FILING, REGISTRATION
OR RECORDING SHALL HAVE BEEN MADE).
7
Notwithstanding any of the foregoing provisions of this definition, if the
Company or any Subsidiary shall be using commercially reasonable efforts to
create or perfect any pledge of Equity Interests in or Indebtedness of any
Foreign Subsidiary, the failure to have created or perfected such pledge shall
not, in and of itself, prevent the