INDEMNIFICATION THEREFOR.
THE
AGREEMENTS IN THIS SECTION 7.9(B) SHALL SURVIVE REPAYMENT OF THE NOTES AND ALL
OTHER OBLIGATIONS.
7.10
USE OF PROCEEDS.
Use of all proceeds of the Loans as provided in Section 6.8.
7.11
ADDITIONAL SECURITY; FURTHER ASSURANCES.
(A)
AGREEMENT TO GRANT ADDITIONAL SECURITY.
PROMPTLY, AND IN ANY
EVENT WITHIN THIRTY (30) DAYS AFTER THE ACQUISITION BY BORROWER OR ANY
RESTRICTED DOMESTIC SUBSIDIARY OF ASSETS OR REAL OR PERSONAL PROPERTY OF THE
TYPE THAT WOULD HAVE CONSTITUTED COLLATERAL ON THE DATE HEREOF, IN EACH CASE IN
WHICH THE COLLATERAL AGENT DOES NOT HAVE A PERFECTED SECURITY INTEREST UNDER THE
SECURITY DOCUMENTS (OTHER THAN (T) EQUIPMENT SUBJECT TO LIENS PERMITTED UNDER
SECTION 8.1(B) UNDER AGREEMENTS WHICH PROHIBIT THE CREATION OF ADDITIONAL LIENS
ON SUCH ASSETS, (U) THE PROPERTY SUBJECT TO THE HEADQUARTERS MORTGAGE LOAN
DOCUMENTS, (V) CAPITAL STOCK OF A SUBSIDIARY (WHICH IS GOVERNED BY CLAUSE (C)
BELOW) (W) ANY PARCEL OF REAL ESTATE OR LEASEHOLD INTEREST ACQUIRED AFTER THE
CLOSING DATE WITH A FAIR MARKET VALUE OF LESS THAN $1,000,000 OR (X) 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
$5,000,000) OR PROMPTLY FOLLOWING REQUEST BY ADMINISTRATIVE AGENT OR THE
COLLATERAL AGENT WITH RESPECT TO ANY OTHER COLLATERAL DEEMED MATERIAL BY
ADMINISTRATIVE AGENT OR REQUIRED LENDERS (THE "ADDITIONAL COLLATERAL"), BORROWER
WILL, AND WILL CAUSE EACH OF ITS RESTRICTED 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 AND (II) WITH RESPECT TO REAL ESTATE, THE EXECUTION OF A MORTGAGE,
THE OBTAINING OF TITLE INSURANCE POLICIES, TITLE SURVEYS AND REAL ESTATE
APPRAISALS SATISFYING THE REQUIREMENTS OF LAW, TO GRANT THE COLLATERAL AGENT FOR
THE BENEFIT OF THE SECURED PARTIES PURSUANT TO THE 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.
(B)
ADDITIONAL SUBSIDIARY GUARANTEES AND INTERCOMPANY NOTES.
BORROWER
AGREES TO CAUSE EACH RESTRICTED DOMESTIC SUBSIDIARY (OTHER THAN IRIC) TO EXECUTE
AND DELIVER THE RESTRICTED SUBSIDIARY GUARANTEE AGREEMENT (OR A SUPPLEMENT
THERETO), THE SECURITY AGREEMENT (OR A SUPPLEMENT THERETO) AND TO EXECUTE AND
DELIVER A PLEDGED INTERCOMPANY NOTE, IF APPLICABLE.
(C)
PLEDGE OF NEW SUBSIDIARY STOCK.
BORROWER AGREES TO PLEDGE (OR
CAUSE ITS RESTRICTED DOMESTIC SUBSIDIARIES TO PLEDGE) ALL OF THE CAPITAL STOCK
OF EACH NEW RESTRICTED SUBSIDIARY ESTABLISHED OR CREATED TO THE COLLATERAL AGENT
FOR THE BENEFIT OF THE SECURED PARTIES PURSUANT TO THE SECURITY AGREEMENT AND
THE OTHER SECURITY DOCUMENTS; PROVIDED THAT THE PLEDGE
73
OF THE CAPITAL STOCK OF ANY NEW RESTRICTED SUBSIDIARY WHICH IS A FOREIGN
SUBSIDIARY, INCLUDING "LOAN STOCK" OR OTHER OBLIGATIONS WHICH ARE TREATED AS
EQUITY UNDER THE CODE ("LOAN STOCK") SHALL, (I) ONLY BE REQUIRED TO THE EXTENT
OWNED BY