New York as in effect on
the date hereof.
(C)
THE RULES OF INTERPRETATION SPECIFIED IN SECTIONS 1.2, 1.3 AND 1.4
OF THE CREDIT AGREEMENT SHALL BE APPLICABLE TO THIS SECURITY AGREEMENT.
SECTION 2.
GRANT OF SECURITY
INTEREST; NO ASSUMPTION OF LIABILITY
(A)
GRANT OF SECURITY INTEREST.
AS SECURITY FOR THE PAYMENT OR
PERFORMANCE, AS APPLICABLE, IN FULL OF THE OBLIGATIONS, EACH OF THE GRANTORS
HEREBY GRANTS TO THE ADMINISTRATIVE AGENT (AND ITS SUCCESSORS AND ASSIGNS), FOR
THE BENEFIT OF THE SECURED PARTIES, A SECURITY INTEREST IN, ALL OF THE RIGHT,
TITLE AND INTEREST OF SUCH GRANTOR IN, TO AND UNDER THE COLLATERAL (THE
"SECURITY INTEREST").
WITHOUT LIMITING THE FOREGOING, THE ADMINISTRATIVE AGENT
IS HEREBY AUTHORIZED TO FILE ONE OR MORE FINANCING STATEMENTS, CONTINUATION
STATEMENTS, OR OTHER DOCUMENTS FOR THE PURPOSE OF PERFECTING, CONFIRMING,
CONTINUING, ENFORCING OR PROTECTING THE SECURITY INTEREST GRANTED BY EACH OF THE
GRANTORS, AND NAMING ANY GRANTOR OR THE GRANTORS, AS APPLICABLE, AS DEBTORS AND
THE ADMINISTRATIVE AGENT AS SECURED PARTY.
NOTWITHSTANDING ANY OF THE OTHER
PROVISIONS SET FORTH IN THIS SECTION 2, THIS SECURITY AGREEMENT SHALL NOT
CONSTITUTE A GRANT OF A SECURITY INTEREST IN (I) ANY COLLATERAL TO THE EXTENT
THAT SUCH GRANT OF A SECURITY INTEREST IS PROHIBITED BY ANY REQUIREMENTS OF LAW
OF A GOVERNMENTAL AUTHORITY, REQUIRES A CONSENT NOT OBTAINED OF ANY GOVERNMENTAL
AUTHORITY PURSUANT TO SUCH REQUIREMENT OF LAW OR IS PROHIBITED BY, OR
CONSTITUTES A BREACH UNDER OR RESULTS IN THE TERMINATION OF OR REQUIRES ANY
CONSENT NOT OBTAINED UNDER ANY APPLICABLE SHAREHOLDER OR SIMILAR AGREEMENT,
EXCEPT, IN EACH CASE, TO THE EXTENT THAT SUCH REQUIREMENT OF LAW OR THE TERM IN
SUCH SHAREHOLDER OR SIMILAR AGREEMENT PROVIDING FOR SUCH PROHIBITION, BREACH OR
TERMINATION OR REQUIRING SUCH CONSENT IS INEFFECTIVE UNDER APPLICABLE LAW AND
(II) (X) MORE THAN 65% OF THE TOTAL OUTSTANDING VOTING EQUITY INTERESTS OF ANY
FOREIGN SUBSIDIARY OR (Y) ANY EQUITY INTERESTS OF A SUBSIDIARY OF A FOREIGN
SUBSIDIARY.
IT IS HEREBY UNDERSTOOD AND AGREED THAT ANY PROPERTY DESCRIBED IN
THE IMMEDIATELY PRECEDING SENTENCE SHALL BE EXCLUDED FROM THE DEFINITION OF
"COLLATERAL."
(B)
NO ASSUMPTION OF LIABILITY.
THE SECURITY INTEREST IS GRANTED AS
SECURITY ONLY AND SHALL NOT SUBJECT THE ADMINISTRATIVE AGENT OR ANY OTHER
SECURED PARTY TO, OR IN ANY WAY ALTER OR MODIFY, ANY OBLIGATION OR LIABILITY OF
ANY GRANTOR WITH RESPECT TO OR ARISING OUT OF THE COLLATERAL.
4
SECTION 3.
DELIVERY OF THE COLLATERAL
Subject to Section 6, each of the Grantors agrees to deliver or cause to be
delivered to the Administrative Agent as soon as is reasonably practicable any
and all notes, chattel paper, instruments, certificates and documents evidencing
or representing any of the Pledged Securities, or any other amount constituting
Collateral, owned or held by or on behalf of such Grantor, in each case
accompanied by (i) in the case of any notes, chattel paper, instruments or stock
certificates, stock powers duly executed in blank or other instruments of
transfer reasonably satisfactory to the Administrative Agent and such