DATE AND LISTED OPPOSITE THE NAME OF SUCH GRANTOR ON SCHEDULE II,
(II) ANY EQUITY INTERESTS OBTAINED IN THE FUTURE BY SUCH GRANTOR AND (III) THE
CERTIFICATES REPRESENTING ALL SUCH EQUITY INTERESTS (THE "PLEDGED STOCK"),
PROVIDED THAT THE PLEDGED STOCK SHALL NOT INCLUDE MORE THAN 65% (OR SUCH GREATER
PERCENTAGE THAT, DUE TO A CHANGE IN APPLICABLE LAW AFTER THE DATE HEREOF,
(A) COULD NOT REASONABLY BE EXPECTED TO CAUSE THE UNDISTRIBUTED EARNINGS OF SUCH
FOREIGN SUBSIDIARY AS DETERMINED FOR U.S. FEDERAL INCOME TAX PURPOSES TO BE
TREATED AS A DEEMED DIVIDEND TO SUCH FOREIGN SUBSIDIARY'S U.S. PARENT AND
(B) COULD NOT REASONABLY BE EXPECTED TO CAUSE ANY MATERIAL ADVERSE TAX
CONSEQUENCES) OF THE ISSUED AND OUTSTANDING EQUITY INTERESTS ENTITLED TO VOTE
(WITHIN THE MEANING OF TREAS. REG. SECTION 1.956-2(C)(2) OR ANY SUCCESSOR
REGULATION) OF ANY FOREIGN SUBSIDIARY, (B)(I) THE DEBT SECURITIES OWNED BY IT AS
OF THE RESTATEMENT EFFECTIVE DATE AND LISTED OPPOSITE THE NAME OF SUCH GRANTOR
ON SCHEDULE II, (II) ANY DEBT SECURITIES IN THE FUTURE ISSUED TO SUCH GRANTOR
AND (III) THE PROMISSORY NOTES AND ANY OTHER INSTRUMENTS EVIDENCING SUCH DEBT
SECURITIES (THE "PLEDGED DEBT SECURITIES"), (C) ALL OTHER PROPERTY THAT MAY BE
DELIVERED TO AND HELD BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THIS
SECTION 2.01, (D) SUBJECT TO SECTION 2.06, ALL PAYMENTS OF PRINCIPAL OR
INTEREST, DIVIDENDS, CASH, INSTRUMENTS AND OTHER PROPERTY FROM TIME TO TIME
RECEIVED, RECEIVABLE OR OTHERWISE DISTRIBUTED IN RESPECT OF, IN EXCHANGE FOR OR
UPON THE CONVERSION OF, AND ALL OTHER PROCEEDS RECEIVED IN RESPECT OF, THE
SECURITIES REFERRED TO IN CLAUSES (A) AND (B) ABOVE, (E) SUBJECT TO
SECTION 2.06, ALL RIGHTS AND PRIVILEGES OF SUCH GRANTOR WITH RESPECT TO THE
SECURITIES AND OTHER PROPERTY REFERRED TO IN CLAUSES (A), (B), (C) AND
(D) ABOVE, AND (F) ALL PROCEEDS OF ANY OF THE FOREGOING (THE ITEMS REFERRED TO
IN CLAUSES (A) THROUGH (F) ABOVE BEING COLLECTIVELY REFERRED TO AS THE "PLEDGED
COLLATERAL").
TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title,
interest, powers, privileges and preferences pertaining or incidental thereto,
unto the Administrative Agent, its successors and assigns, for the benefit of
the Secured Parties, forever; subject, however, to the terms, covenants and
conditions hereinafter set forth.
SECTION 2.02.
DELIVERY OF THE PLEDGED COLLATERAL.
(A)
EACH GRANTOR AGREES
PROMPTLY TO DELIVER OR CAUSE TO BE DELIVERED TO THE ADMINISTRATIVE AGENT ANY AND
ALL PLEDGED SECURITIES.
(B)
EACH GRANTOR WILL CAUSE ANY INDEBTEDNESS FOR BORROWED MONEY (I) IN THE CASE
OF INDEBTEDNESS OWED TO SUCH GRANTOR BY ANY PERSON OTHER THAN A LOAN PARTY IN
PRINCIPAL AMOUNT IN EXCESS OF $100,000, AND (II) IN THE CASE OF INDEBTEDNESS
OWED TO SUCH GRANTOR BY ANY LOAN PARTY IN ANY PRINCIPAL AMOUNT, TO BE EVIDENCED
BY A DULY EXECUTED
6
PROMISSORY NOTE THAT IS PLEDGED AND DELIVERED TO THE ADMINISTRATIVE AGENT
PURSUANT TO THE TERMS HEREOF.
(C)
UPON THE DELIVERY THEREOF TO THE ADMINISTRATIVE AGENT BY ANY LOAN PARTY,
(I) ANY PLEDGED SECURITIES SHALL BE