THAT WHICH WOULD BE DE MINIMIS); PROVIDED THAT IN THE EVENT
ANY FOREIGN SUBSIDIARY THAT IS NOT INITIALLY A MATERIAL FOREIGN SUBSIDIARY
SUBSEQUENTLY BECOMES A MATERIAL FOREIGN SUBSIDIARY, SUCH FOREIGN SUBSIDIARY
SHALL BE SUBJECT TO THE REQUIREMENTS OF THIS SECTION 6.10 (SUBJECT TO THE
LIMITATIONS SET FORTH IN THIS SECTION 6.10(D)); AND PROVIDED FURTHER THAT IF AT
ANY TIME ALL FIRST-TIER FOREIGN SUBSIDIARIES WHOSE CAPITAL STOCK IS NOT PLEDGED
TO THE ADMINISTRATIVE AGENT REPRESENT AT SUCH TIME (TOGETHER WITH THEIR
RESPECTIVE DIRECT AND INDIRECT SUBSIDIARIES, ON A CONSOLIDATED BASIS) 15% OR
MORE OF THE OF THE CONSOLIDATED REVENUES OR THE TOTAL ASSETS OF THE PARENT AND
ITS SUBSIDIARIES TAKEN AS A WHOLE, THEN THE COMPANY
90
SHALL PLEDGE OR CAUSE TO BE PLEDGED TO THE ADMINISTRATIVE AGENT THE CAPITAL
STOCK OF ONE OR MORE SUCH FIRST-TIER FOREIGN SUBSIDIARIES (IRRESPECTIVE OF
WHETHER ANY SUCH FIRST-TIER FOREIGN SUBSIDIARY IS A MATERIAL FOREIGN SUBSIDIARY,
BUT SUBJECT TO THE 65% LIMITATION SET FORTH IN THIS SECTION 6.10(D), UNLESS AND
TO THE EXTENT THAT THE PLEDGE OF GREATER THAN SIXTY-FIVE PERCENT (65%) OF THE
VOTING CAPITAL STOCK OF SUCH FOREIGN SUBSIDIARY WOULD NOT CAUSE ANY ADVERSE TAX
CONSEQUENCES TO THE COMPANY (OTHER THAN THAT WHICH WOULD BE DE MINIMIS)) TO THE
EXTENT NECESSARY TO REDUCE SUCH PERCENTAGE BELOW 15%.
6.11
ADDITIONAL SECURITY.
EACH OF THE PARENT AND THE
BORROWERS WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO, GRANT TO THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE LENDERS, FROM TIME TO TIME SECURITY
INTERESTS, MORTGAGES AND OTHER LIENS IN AND UPON SUCH OF ITS ASSETS AND
PROPERTIES AS ARE NOT COVERED BY THE SECURITY DOCUMENTS EXECUTED AND DELIVERED
ON THE CLOSING DATE OR PURSUANT TO SECTION 6.10 AND AS MAY BE REASONABLY
REQUESTED FROM TIME TO TIME BY THE REQUIRED LENDERS (INCLUDING, WITHOUT
LIMITATION, A MORTGAGE WITH RESPECT TO OWNED INTERESTS IN REAL PROPERTY BUT
EXCLUDING LEASED REAL PROPERTY), BUT SUBJECT TO THE PROVISO AT THE END OF
SECTION 6.10.
SUCH SECURITY INTERESTS, MORTGAGES AND LIENS SHALL BE GRANTED
PURSUANT TO DOCUMENTATION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND SHALL CONSTITUTE VALID AND PERFECTED SECURITY INTERESTS
AND LIENS, SUBJECT TO NO LIENS OTHER THAN PERMITTED LIENS.
WITHOUT LIMITATION
OF THE FOREGOING, IN CONNECTION WITH THE GRANT OF ANY MORTGAGE, THE COMPANY
WILL, AND WILL CAUSE EACH APPLICABLE SUBSIDIARY TO, AT THE COMPANY'S EXPENSE,
PREPARE, OBTAIN AND DELIVER TO THE ADMINISTRATIVE AGENT ANY ENVIRONMENTAL
ASSESSMENTS, APPRAISALS, SURVEYS, TITLE INSURANCE AND OTHER MATTERS OR DOCUMENTS
AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST OR AS MAY BE REQUIRED UNDER
APPLICABLE BANKING LAWS AND REGULATIONS.
6.12
ENVIRONMENTAL LAWS.
EACH OF THE PARENT AND THE
BORROWERS WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO, (I) COMPLY IN ALL
MATERIAL RESPECTS WITH, AND USE COMMERCIALLY REASONABLE EFFORTS TO ENSURE
COMPLIANCE IN ALL MATERIAL RESPECTS BY ALL TENANTS AND SUBTENANTS, IF ANY, WITH,
ALL APPLICABLE ENVIRONMENTAL LAWS AND OBTAIN AND COMPLY IN ALL MATERIAL RESPECTS
WITH AND MAINTAIN, AND USE COMMERCIALLY REASONABLE EFFORTS TO ENSURE