OF A FOREIGN SUBSIDIARY, TAKE ALL ACTIONS NECESSARY TO GRANT TO
THE COLLATERAL AGENT, SUBJECT TO SECTION 1.2, A PERFECTED SECURITY INTEREST IN
SUCH SHARES (INCLUDING THE EXECUTION, DELIVERY, RECORDING AND REGISTERING OF A
PLEDGE OR CHARGE ON SHARES WITH ANY AND ALL APPROPRIATE COMPANY OR GOVERNMENTAL
OFFICES), TOGETHER WITH, IN EITHER CASE A SUPPLEMENT TO SCHEDULE C REFLECTING
THE ADDITION OF SUCH ADDITIONAL SHARES OF
15
STOCK, WHEREUPON SUCH ADDITIONAL SHARES OF STOCK SHALL BE DEEMED TO BE PLEDGED
STOCK FOR ALL PURPOSES HEREUNDER.
EACH ASSIGNOR WILL HOLD IN TRUST FOR
COLLATERAL AGENT AND THE SECURED PARTIES UPON RECEIPT AND IMMEDIATELY THEREAFTER
DELIVER TO OR FOR THE BENEFIT OF COLLATERAL AGENT, AS THE CASE MAY BE, ANY
INSTRUMENT EVIDENCING OR CONSTITUTING COLLATERAL (EXCEPT, SO LONG AS NO EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING, ORDINARY CASH DIVIDENDS, IF ANY, PAID
WITH RESPECT TO THE PLEDGED STOCK AND THE STOCK RIGHTS AND PAYMENTS IN RESPECT
OF THE PLEDGED INTERCOMPANY NOTES, IN EACH CASE AS PERMITTED BY THE CREDIT
AGREEMENT).
SECTION 6.2.
TITLE; SECURITY INTEREST AND LIEN.
EACH ASSIGNOR (A)
SHALL PRESERVE, WARRANT, AND DEFEND TITLE TO AND OWNERSHIP OF ITS PLEDGED
INTERCOMPANY NOTES AND PLEDGED STOCK AND THE LIEN THEREIN CREATED HEREBY AGAINST
THE CLAIMS OF ALL PERSONS WHOMSOEVER; (B) EXCEPT AS MAY BE OTHERWISE PERMITTED
BY THE CREDIT AGREEMENT, SHALL NOT AT ANY TIME SELL, ASSIGN, TRANSFER, OR
OTHERWISE DISPOSE OF ITS RIGHT, TITLE AND INTEREST IN AND TO ANY OF THE
COLLATERAL; (C) OTHER THAN ACTIONS PERMITTED UNDER THE CREDIT AGREEMENT, WILL
NOT DO OR SUFFER ANY MATTER OR THING WHEREBY THE LIENS CREATED BY THIS AGREEMENT
IN AND TO THE COLLATERAL ARE IMPAIRED; AND (D) SHALL NOT AT ANY TIME, DIRECTLY
OR INDIRECTLY, CREATE, ASSUME, OR SUFFER TO EXIST ANY LIEN, WARRANT, PUT,
OPTION, OR OTHER RIGHTS OF THIRD PERSONS AND RESTRICTIONS IN AND TO THE PLEDGED
SECURITIES OR ANY PART THEREOF, OTHER THAN (I) PERMITTED LIENS AND (II)
RESTRICTIONS ON TRANSFERABILITY IMPOSED BY APPLICABLE STATE AND FEDERAL
SECURITIES LAWS, RULES AND REGULATIONS.
SECTION 6.3.
ADDITIONAL DOCUMENTATION; FURTHER ASSURANCES.
EACH
ASSIGNOR, AT ITS OWN EXPENSE, SHALL FROM TIME TO TIME EXECUTE AND DELIVER TO THE
COLLATERAL AGENT ALL SUCH OTHER ASSIGNMENTS, CERTIFICATES, SUPPLEMENTAL
DOCUMENTS AND FINANCING STATEMENTS, AND DO ALL OTHER ACTS OR THINGS AS
COLLATERAL AGENT MAY REASONABLY REQUEST IN ORDER TO MORE FULLY CREATE, EVIDENCE,
PERFECT, CONTINUE AND PRESERVE THE PERFECTION AND PRIORITY OF THE LIENS CREATED
HEREBY.
SECTION 6.4.
PLEDGED STOCK.
(A)
CHANGES IN CAPITAL STRUCTURE OF ISSUERS.
SUBJECT TO MANDATORY
REQUIREMENTS OF APPLICABLE LAW THEN IN EFFECT, NO ASSIGNOR WILL (I) PERMIT OR
SUFFER ANY ISSUER OF ITS PLEDGED STOCK TO DISSOLVE, LIQUIDATE OR MERGE OR
CONSOLIDATE WITH ANY OTHER ENTITY, EXCEPT AS PERMITTED BY SECTION 8.3 OF THE
CREDIT AGREEMENT, OR (II) VOTE ANY OF THE PLEDGED STOCK IN FAVOR OF ANY OF THE
FOREGOING.
(B)
ISSUANCE OF ADDITIONAL STOCK.
EXCEPT AS PERMITTED BY SECTIONS 8.5
AND 8.14 OF THE CREDIT AGREEMENT, NO ASSIGNOR WILL CAUSE OR, TO THE EXTENT