WHICH IS NOT PLEDGED HEREUNDER, DOES NOT EXCEED IN THE AGGREGATE
$10,000,000; PROVIDED THAT THE PLEDGE OF THE CAPITAL STOCK OF ANY NEW
UNRESTRICTED SUBSIDIARY WHICH IS A FOREIGN SUBSIDIARY SHALL, (I) ONLY BE
REQUIRED TO THE EXTENT OWNED BY SUCH BORROWER OR ITS RESTRICTED DOMESTIC
SUBSIDIARIES, (II) BE LIMITED TO 65% OF THE CAPITAL STOCK OF SUCH FOREIGN
SUBSIDIARY AND (III) ANY FILINGS OR RECORDATIONS WITH RESPECT TO FOREIGN
SUBSIDIARIES WILL BE MADE (OR SUBMITTED FOR RECORDATION) WITHIN 10 BUSINESS DAYS
OF THE ACQUISITION THEREOF OR SUCH LONGER PERIOD AS THE ADMINISTRATIVE AGENT MAY
APPROVE.
EACH BORROWER AGREES TO PLEDGE, OR CAUSE ITS RESTRICTED SUBSIDIARIES
TO PLEDGE, TO THE COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES
PURSUANT TO THE SECURITY DOCUMENTS ALL INSTRUMENTS EVIDENCING INDEBTEDNESS OWED
BY ANY UNRESTRICTED SUBSIDIARY TO A BORROWER OR ANY RESTRICTED DOMESTIC
SUBSIDIARY.
(F)
SECURITY INTEREST IN CERTAIN ACCOUNTS.
ENTER AND CAUSE ITS
RESTRICTED SUBSIDIARIES TO ENTER INTO COLLATERAL ACCOUNT AGREEMENTS WITH RESPECT
TO ALL DOMESTIC OPERATING AND DISBURSEMENT ACCOUNTS WHOSE BALANCES EXCEED
$100,000 (EXCEPT WITH RESPECT TO ONE OR MORE SUCH ACCOUNTS MAINTAINED AT
FINANCIAL INSTITUTIONS WITH WHICH NO CONTROL AGREEMENT HAS BEEN PREVIOUSLY
ENTERED INTO WITH ACCOUNT BALANCES OF ANY SUCH ACCOUNTS NOT TO AT ANY TIME
EXCEED $100,000 AND THE AGGREGATE OF ALL SUCH ACCOUNTS NOT TO EXCEED $500,000,
EXCEPT IN THE CASE OF IRIC, WITH RESPECT TO INSURANCE PROCEEDS WHICH MAY BE HELD
AND DISBURSED IN ACCORDANCE WITH THE PROCEDURES SET FORTH ON SCHEDULE 7.10(F))
GRANTING COLLATERAL AGENT A PERFECTED FIRST PRIORITY SECURITY INTEREST IN SUCH
ACCOUNTS.
SCHEDULE 6.21(F) CONTAINS A LIST OF SUCH ACCOUNTS AS OF THE CLOSING
DATE.
(G)
DOCUMENTATION FOR ADDITIONAL SECURITY.
THE SECURITY INTERESTS
REQUIRED TO BE GRANTED PURSUANT TO THIS SECTION 7.10, SHALL BE GRANTED PURSUANT
TO THE ANNEXES TO THE SECURITY DOCUMENTS OR SUCH OTHER SECURITY DOCUMENTATION
SATISFACTORY IN FORM AND SUBSTANCE TO 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 THE "SECURED PARTIES" WITH
RESPECT TO "TERM AND NOTE FIRST PRIORITY COLLATERAL" AS SUCH TERMS ARE DEFINED
IN THE TERM SECURITY DOCUMENTS) AND SUBJECT TO NO OTHER LIENS EXCEPT PERMITTED
LIENS.
THE ADDITIONAL SECURITY DOCUMENTS AND OTHER INSTRUMENTS RELATED THERETO
SHALL BE DULY RECORDED OR
98
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 OF
ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE LENDERS, REQUIRED TO BE GRANTED
PURSUANT TO THE ADDITIONAL SECURITY DOCUMENT AND, ALL TAXES, FEES AND OTHER
CHARGES PAYABLE IN CONNECTION THEREWITH SHALL BE PAID IN FULL BY SUCH BORROWER
OR ITS SUBSIDIARIES.
AT THE TIME OF THE EXECUTION AND DELIVERY OF THE
ADDITIONAL SECURITY DOCUMENTS, SUCH BORROWER SHALL CAUSE TO BE DELIVERED TO
ADMINISTRATIVE AGENT SUCH AGREEMENTS, OPINIONS OF COUNSEL, TITLE SURVEYS, REAL
ESTATE APPRAISALS SATISFYING ANY REQUIREMENTS OF LAW, AND OTHER RELATED
DOCUMENTS AS MAY BE REASONABLY REQUESTED BY ADMINISTRATIVE