FOREIGN SUBSIDIARY IN A CLOSING
DATE COUNTRY ON THE CLOSING DATE; AND PROVIDED FURTHER, THAT THE ADMINISTRATIVE
AGENT SHALL NOT REQUIRE A FOREIGN SUBSIDIARY ORGANIZED UNDER THE LAWS OF A
JURISDICTION OTHER THAN A CLOSING DATE COUNTRY TO EXECUTE ANY FOREIGN
INTERCOMPANY LOAN DOCUMENT WITH RESPECT TO ITS ASSETS (OTHER THAN CAPITAL STOCK)
IF (1) (X) THE PRINCIPAL BALANCE OF INDEBTEDNESS UNDER THE FOREIGN INTERCOMPANY
NOTE ISSUED BY SUCH FOREIGN SUBSIDIARY IS EQUAL TO OR LESS THAN THE DOLLAR
EQUIVALENT OF $50,000,000 AND (Y) THE ASSETS OF SUCH FOREIGN SUBSIDIARY
CONSTITUTE LESS THAN 2% OF THE CONSOLIDATED NET TANGIBLE ASSETS OF THE BORROWER
AT SUCH TIME, OR (2) ANY REQUIREMENT OF LAW (INCLUDING ANY EXCHANGE CONTROL,
FINANCIAL ASSISTANCE, MINIMUM CAPITALIZATION, FRAUDULENT CONVEYANCE OR SIMILAR
RULES OR REGULATIONS, "FOREIGN REQUIREMENTS OF LAW") WOULD BE VIOLATED THEREBY,
PROVIDED THAT ALL RELEVANT PERSONS HAVE TAKEN ALL COMMERCIALLY REASONABLE STEPS
TO AVOID OR CURE SUCH VIOLATION (COLLECTIVELY, THE "FOREIGN DOCUMENT CRITERIA").
(C)
IF, FOLLOWING A CHANGE IN THE RELEVANT
SECTIONS OF THE CODE, THE REGULATIONS AND RULES PROMULGATED THEREUNDER AND ANY
RULINGS ISSUED THEREUNDER AND AT THE REASONABLE REQUEST OF THE ADMINISTRATIVE
AGENT OR THE REQUIRED LENDERS, COUNSEL FOR THE BORROWER ACCEPTABLE TO THE
ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS DOES NOT WITHIN 60 DAYS AFTER SUCH
REQUEST DELIVER EVIDENCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT
WITH RESPECT TO ANY FOREIGN SUBSIDIARY THAT MEETS THE FOREIGN DOCUMENT CRITERIA
AND IS A WHOLLY-OWNED SUBSIDIARY OF THE BORROWER THAT ANY OF (I) A PLEDGE OF
66-2/3% OR MORE OF THE TOTAL COMBINED VOTING POWER OF ALL CLASSES OF CAPITAL
STOCK OF SUCH FOREIGN SUBSIDIARY ENTITLED TO VOTE, (II) THE ENTERING INTO BY
SUCH FOREIGN SUBSIDIARY OF A GUARANTY IN SUBSTANTIALLY THE FORM OF THE
SUBSIDIARY GUARANTY OR (III) THE ENTERING INTO BY SUCH FOREIGN SUBSIDIARY OF A
SECURITY AGREEMENT IN SUBSTANTIALLY THE FORM OF THE SECURITY AGREEMENT, IN ANY
CASE COULD CAUSE ALL OR A PORTION OF THE EARNINGS OF SUCH FOREIGN SUBSIDIARY TO
BE TREATED AS A DEEMED DIVIDEND TO SUCH FOREIGN SUBSIDIARY'S UNITED STATES
PARENT OR WOULD OTHERWISE VIOLATE APPLICABLE LAW OR RESULT IN ADVERSE TAX
CONSEQUENCES TO THE BORROWER OR ITS SUBSIDIARIES (INCLUDING, WITHOUT LIMITATION,
IN THE FORM OF DISTRIBUTIONS PAYABLE TO ANY PARENT COMPANY PURSUANT TO THE
LIMITED LIABILITY COMPANY AGREEMENT OF THE BORROWER), THEN IN THE CASE OF A
FAILURE TO DELIVER THE EVIDENCE DESCRIBED IN CLAUSE (I) ABOVE, THAT PORTION OF
SUCH FOREIGN SUBSIDIARY'S OUTSTANDING CAPITAL STOCK NOT THERETOFORE PLEDGED
PURSUANT TO THE SECURITY DOCUMENTS SHALL BE PLEDGED TO THE ADMINISTRATIVE AGENT
FOR THE BENEFIT OF THE LENDERS PURSUANT TO THE SECURITY DOCUMENTS (OR ANOTHER
PLEDGE AGREEMENT IN SUBSTANTIALLY SIMILAR FORM, IF NEEDED), (II) IN THE CASE OF
A FAILURE TO DELIVER THE EVIDENCE DESCRIBED IN CLAUSE (II) ABOVE, SUCH FOREIGN
SUBSIDIARY SHALL EXECUTE AND DELIVER A GUARANTY OF THE OBLIGATIONS OF THE
BORROWER UNDER THE
111
Loan Documents (subject to compliance with financial assistance laws or similar
laws applicable to such Foreign Subsidiary), and (iii) in the case