(B)
ENVIRONMENTAL INDEMNITY.
DEFEND, INDEMNIFY AND HOLD HARMLESS THE
ADMINISTRATIVE AGENT AND THE LENDERS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS,
OFFICERS AND DIRECTORS, FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, PENALTIES,
FINES, LIABILITIES, SETTLEMENTS, DAMAGES, COSTS AND EXPENSES OF WHATEVER KIND OR
NATURE KNOWN OR UNKNOWN, CONTINGENT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY
RELATING TO THE VIOLATION OF, NONCOMPLIANCE WITH OR LIABILITY UNDER, ANY
ENVIRONMENTAL LAW APPLICABLE TO THE OPERATIONS OF SUCH BORROWER, ANY OF ITS
SUBSIDIARIES OR THEIR RESPECTIVE PROPERTIES, OR ANY ORDERS, REQUIREMENTS OR
DEMANDS OF GOVERNMENTAL AUTHORITIES RELATED THERETO, INCLUDING, WITHOUT
LIMITATION, REASONABLE ATTORNEY'S AND CONSULTANT'S FEES, INVESTIGATION AND
LABORATORY FEES, RESPONSE COSTS, COURT COSTS AND LITIGATION EXPENSES, EXCEPT TO
THE EXTENT THAT ANY OF THE FOREGOING ARISE OUT OF THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF THE PARTY SEEKING INDEMNIFICATION THEREFOR.
THE
AGREEMENTS IN THIS SECTION 7.9(B) SHALL SURVIVE REPAYMENT OF THE NOTES AND ALL
OTHER OBLIGATIONS.
96
7.10
ADDITIONAL SECURITY; FURTHER ASSURANCES.
(A)
AGREEMENT TO GRANT ADDITIONAL SECURITY.
PROMPTLY, AND IN ANY
EVENT WITHIN THIRTY (30) DAYS AFTER THE ACQUISITION BY A BORROWER OR ANY OF ITS
RESTRICTED DOMESTIC SUBSIDIARIES 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 (V) EQUIPMENT SUBJECT TO LIENS PERMITTED UNDER
SECTION 8.1(B) UNDER AGREEMENTS WHICH PROHIBIT THE CREATION OF ADDITIONAL LIENS
ON SUCH ASSETS, (W) THE PROPERTY SUBJECT TO THE HEADQUARTERS MORTGAGE LOAN
DOCUMENTS, (X) CAPITAL STOCK OF A SUBSIDIARY (WHICH IS GOVERNED BY CLAUSE (C)
BELOW), (Y) 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 (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
$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"), TAKE AND
CAUSE EACH OF THEIR 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.
CAUSE
EACH RESTRICTED DOMESTIC SUBSIDIARY (OTHER THAN IRIC) TO EXECUTE AND DELIVER THE
RESTRICTED SUBSIDIARY GUARANTEE AGREEMENT