PROTECT AND PERFECT A FIRST PRIORITY LIEN
(SUBJECT ONLY TO PERMITTED LIENS) IN FAVOR OF AGENT FOR THE BENEFIT OF THE
LENDERS ON THE COLLATERAL (INCLUDING COLLATERAL ACQUIRED AFTER THE DATE HEREOF),
INCLUDING ON ANY AND ALL ASSETS OF EACH CREDIT PARTY, WHETHER NOW OWNED OR
HEREAFTER ACQUIRED.
(B)
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING (BUT SUBJECT TO
THE PROVISIONS CONTAINED IN THE DEFINITION OF PERMITTED CHINA JOINT VENTURE), IN
THE EVENT THAT EITHER BORROWER OR ANY OF ITS DOMESTIC SUBSIDIARIES SHALL ACQUIRE
OR FORM ANY NEW SUBSIDIARY AFTER THE DATE HEREOF, SUCH BORROWER OR THE
RESPECTIVE DOMESTIC SUBSIDIARY WILL CAUSE SUCH NEW SUBSIDIARY, UPON SUCH
ACQUISITION AND CONCURRENT WITH SUCH FORMATION (OR, WITH RESPECT TO THE CREATION
AND/OR PERFECTION OF LIENS ON THE ASSETS OF SUCH SUBSIDIARY, WITHIN SUCH
REASONABLE PERIOD OF TIME AFTER ACQUISITION OR FORMATION AS THE AGENT MAY, IN
ITS DISCRETION, CONSENT), (I) TO EXECUTE A GUARANTEE (IN FORM AND CONTENT
ACCEPTABLE TO AGENT) GUARANTEEING PAYMENT AND PERFORMANCE OF ALL OF THE
OBLIGATIONS AND TO TAKE SUCH OTHER ACTION (INCLUDING, WITHOUT LIMITATION,
AUTHORIZING THE FILING OF SUCH UCC FINANCING STATEMENTS AND DELIVERING
CERTIFICATES IN RESPECT OF THE EQUITY SECURITIES OF SUCH SUBSIDIARY) AS SHALL BE
NECESSARY OR APPROPRIATE TO ESTABLISH, CREATE, PRESERVE, PROTECT AND PERFECT A
FIRST PRIORITY LIEN (SUBJECT ONLY TO PERMITTED LIENS) IN FAVOR OF AGENT FOR THE
BENEFIT OF THE LENDERS ON SUBSTANTIALLY ALL ASSETS THAT WOULD, OR ARE INTENDED
TO, CONSTITUTE COLLATERAL, BOTH REAL AND PERSONAL, IN WHICH SUCH NEW SUBSIDIARY
HAS OR MAY THEREAFTER ACQUIRE ANY INTEREST (IT BEING AGREED THAT LEASEHOLD
MORTGAGES WILL NOT BE REQUIRED WITH RESPECT TO OFFICE LEASES), (II) TO EXECUTE
SUCH OTHER SECURITY DOCUMENTS, IN FORM AND CONTENT ACCEPTABLE TO AGENT, AS MAY
BE REASONABLY REQUIRED OR REASONABLY REQUESTED BY AGENT IN CONNECTION WITH THE
ACTIONS CONTEMPLATED BY THE
PRECEDING CLAUSE (I) AND (III) TO DELIVER SUCH PROOF OF CORPORATE (OR
COMPARABLE) ACTION, INCUMBENCY OF OFFICERS, OPINIONS OF COUNSEL AND OTHER
DOCUMENTS AS AGENT SHALL HAVE REQUIRED OR REQUESTED; PROVIDED, HOWEVER, THAT
ANYTHING CONTAINED IN THIS SECTION 4.12 TO THE CONTRARY NOTWITHSTANDING, NO
FOREIGN SUBSIDIARY SHALL BE REQUIRED TO EXECUTE ANY SUCH GUARANTEE OR GRANT A
LIEN ON ANY OF ITS ASSETS TO THE EXTENT BUT ONLY FOR LONG AS SUCH GUARANTEE OR
GRANT WOULD RESULT IN ADVERSE TAX CONSEQUENCES TO THE BORROWERS UNDER SECTION
956 OF THE CODE AS REASONABLY DEMONSTRATED BY BORROWERS.
UNTIL SUCH TIME THAT
ANY SUBSIDIARY SHALL HAVE FULLY COMPLIED WITH THE PROVISIONS OF THIS PARAGRAPH,
AND WITHOUT LIMITATION OF ANY RIGHTS AND REMEDIES AVAILABLE TO AGENT AND LENDERS
AS A RESULT THEREOF, THE OPERATING RESULTS OF SUCH SUBSIDIARY SHALL BE
DISREGARDED IN THE CALCULATION OF EBITDA FOR ANY MEASUREMENT PERIOD.
(C)
BORROWERS WILL, AND WILL CAUSE EACH OF THEIR RESPECTIVE
SUBSIDIARIES TO, TAKE SUCH ACTION FROM TIME TO TIME AS SHALL BE NECESSARY TO
ENSURE THAT AGENT SHALL HAVE, FOR THE BENEFIT OF LENDERS, A FIRST PRIORITY LIEN
ON ALL CAPITAL STOCK OR OTHER EQUITY SECURITIES OF EACH SUBSIDIARY;