PRIORITY LIEN (SUBJECT TO PERMITTED LIENS) ON ALL
PROPERTY (TANGIBLE AND INTANGIBLE OF THE TYPE THAT CONSTITUTES COLLATERAL UNDER
THE SECURITY DOCUMENTS) OF SUCH DOMESTIC SUBSIDIARY BY EXECUTING AND DELIVERING
AN AGREEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT A TO THE COLLATERAL SECURITY
AGREEMENT AND AN AGREEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT A TO THE PLEDGE
AGREEMENT, OR SUCH OTHER SECURITY AGREEMENTS ON OTHER TERMS SATISFACTORY IN FORM
AND SUBSTANCE TO THE ADMINISTRATIVE AGENT.
THE BORROWER SHALL CAUSE EACH
DOMESTIC SUBSIDIARY, AT ITS OWN EXPENSE, TO EXECUTE, ACKNOWLEDGE AND DELIVER, OR
CAUSE THE EXECUTION, ACKNOWLEDGMENT AND DELIVERY OF, AND THEREAFTER REGISTER,
FILE OR RECORD IN ANY APPROPRIATE GOVERNMENTAL OFFICE, ANY DOCUMENT OR
INSTRUMENT REASONABLY DEEMED BY 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
120
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 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