THE ADMINISTRATIVE AGENT TO BE NECESSARY OR DESIRABLE FOR THE CREATION AND
PERFECTION OF THE FOREGOING LIENS.
THE BORROWER WILL CAUSE EACH OF ITS DOMESTIC
SUBSIDIARIES TO TAKE ALL ACTIONS REASONABLY REQUESTED BY THE ADMINISTRATIVE
AGENT OR THE REQUIRED LENDERS (INCLUDING, WITHOUT LIMITATION, THE FILING OF
UCC-1'S) IN CONNECTION WITH THE GRANTING OF SUCH SECURITY INTERESTS.
(E)
PLEDGE OF EQUITY IN UNRESTRICTED SUBSIDIARIES.
THE BORROWER
AGREES TO PLEDGE (OR CAUSE ITS DOMESTIC SUBSIDIARIES TO PLEDGE) ALL OF THE
CAPITAL STOCK OWNED DIRECTLY BY THE BORROWER OR A DOMESTIC SUBSIDIARY OF EACH
DOMESTIC UNRESTRICTED SUBSIDIARY (AND TO THE EXTENT SUCH PLEDGE WOULD NOT RESULT
IN ADVERSE TAX CONSEQUENCES TO THE BORROWER, 65% OF THE CAPITAL STOCK OF EACH
FIRST-TIER FOREIGN SUBSIDIARY) TO THE COLLATERAL AGENT FOR THE BENEFIT OF THE
SECURED PARTIES PURSUANT TO THE PLEDGE AGREEMENT.
THE BORROWER AGREES TO PLEDGE
OR CAUSE ITS SUBSIDIARIES TO PLEDGE, TO THE COLLATERAL AGENT FOR THE BENEFIT OF
THE SECURED PARTIES PURSUANT TO THE COLLATERAL SECURITY AGREEMENT ALL
INSTRUMENTS EVIDENCING INDEBTEDNESS OWED BY ANY UNRESTRICTED SUBSIDIARY TO THE
BORROWER OR ANY DOMESTIC SUBSIDIARY.
(F)
RECEIVABLES FINANCING SECURITY. NO LATER THAN THE TIME THAT ANY
RECEIVABLES DOCUMENTS ARE ENTERED INTO, AND NO LATER THAN THE TIME ANY CAPITAL
IS CONTRIBUTED OR FUNDS ARE ADVANCED BY THE BORROWER TO THE RECEIVABLES
SUBSIDIARY, THE BORROWER AND EACH
108
PARTICIPATING SUBSIDIARY SHALL EXECUTE AND DELIVER TO COLLATERAL AGENT FOR THE
BENEFIT OF THE SECURED PARTIES, THE RECEIVABLES SUBSIDIARY PLEDGE AGREEMENT,
ACCOMPANIED, TO THE EXTENT SUCH PLEDGED SECURITIES ARE CERTIFICATED, BY
CERTIFICATES REPRESENTING THE PLEDGED SECURITIES.
(G)
DOCUMENTATION FOR ADDITIONAL SECURITY. THE SECURITY INTERESTS
REQUIRED TO BE GRANTED PURSUANT TO THIS SECTION 7.11 SHALL BE GRANTED PURSUANT
TO THE ANNEXES TO THE SECURITY DOCUMENTS OR SUCH OTHER SECURITY DOCUMENTATION
SATISFACTORY IN FORM AND SUBSTANCE TO THE ADMINISTRATIVE AGENT AND THE REQUIRED
LENDERS AND SHALL CONSTITUTE VALID AND ENFORCEABLE PERFECTED SECURITY INTERESTS
PRIOR TO THE RIGHTS OF ALL THIRD PERSONS (OTHER THAN ANY SUCH RIGHTS ARISING IN
CONNECTION WITH PERMITTED LIENS) AND SUBJECT TO NO OTHER LIENS EXCEPT PERMITTED
LIENS.
THE ADDITIONAL SECURITY DOCUMENTS AND OTHER INSTRUMENTS RELATED THERETO
SHALL BE DULY RECORDED OR FILED IN SUCH MANNER AND IN SUCH PLACES AND AT SUCH
TIMES AS ARE REQUIRED BY LAW TO ESTABLISH, PERFECT, PRESERVE AND PROTECT THE
LIENS, IN FAVOR OF THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE LENDERS,
REQUIRED TO BE GRANTED PURSUANT TO THE ADDITIONAL SECURITY DOCUMENT AND, ALL
TAXES, FEES AND OTHER CHARGES PAYABLE IN CONNECTION THEREWITH SHALL BE PAID IN
FULL BY THE BORROWER OR ITS SUBSIDIARIES.
AT THE TIME OF THE EXECUTION AND
DELIVERY OF THE ADDITIONAL SECURITY DOCUMENTS, THE BORROWER SHALL CAUSE TO BE
DELIVERED TO THE ADMINISTRATIVE AGENT SUCH AGREEMENTS, OPINIONS OF COUNSEL AND
OTHER RELATED DOCUMENTS AS MAY BE REASONABLY REQUESTED BY THE ADMINISTRATIVE
AGENT OR THE REQUIRED LENDERS TO ASSURE THEMSELVES THAT THIS SECTION 7.11 HAS
BEEN COMPLIED WITH.
(H)
IF, FOLLOWING A CHANGE IN THE RELEVANT SECTIONS OF THE CODE, THE
REGULATIONS AND RULES PROMULGATED THEREUNDER