BORROWER OR ANY OTHER GUARANTOR ARISING AS A RESULT THEREOF BY WAY OF RIGHT OF
SUBROGATION, CONTRIBUTION, REIMBURSEMENT, INDEMNITY OR OTHERWISE SHALL IN ALL
RESPECTS BE SUBJECT TO ARTICLE VI.
SECTION 2.06.
INFORMATION.
EACH GUARANTOR ASSUMES ALL RESPONSIBILITY FOR BEING
AND KEEPING ITSELF INFORMED OF THE BORROWER'S AND EACH OTHER LOAN PARTY'S
FINANCIAL CONDITION AND ASSETS, AND OF ALL OTHER CIRCUMSTANCES BEARING UPON THE
RISK OF NONPAYMENT OF THE BORROWER OBLIGATIONS AND THE NATURE, SCOPE AND EXTENT
OF THE RISKS THAT SUCH GUARANTOR ASSUMES AND INCURS HEREUNDER, AND AGREES THAT
NONE OF THE COLLATERAL AGENT OR THE OTHER SECURED PARTIES WILL HAVE ANY DUTY TO
ADVISE SUCH GUARANTOR OF INFORMATION KNOWN TO IT OR ANY OF THEM REGARDING SUCH
CIRCUMSTANCES OR RISKS.
ARTICLE III
Pledge of Securities
SECTION 3.01.
PLEDGE.
AS SECURITY FOR THE OBLIGATIONS, EACH GRANTOR HEREBY
PLEDGES TO THE COLLATERAL AGENT, ITS SUCCESSORS AND PERMITTED ASSIGNS, FOR THE
BENEFIT OF THE SECURED PARTIES, AND HEREBY GRANTS TO THE COLLATERAL AGENT, ITS
SUCCESSORS
7
AND PERMITTED ASSIGNS, FOR THE BENEFIT OF THE SECURED PARTIES, A SECURITY
INTEREST IN, ALL SUCH GRANTOR'S RIGHT, TITLE AND INTEREST IN, TO AND UNDER
(A) THE EQUITY INTERESTS DIRECTLY OWNED BY IT AND LISTED ON SCHEDULE II AND ANY
OTHER EQUITY INTERESTS NOW OWNED BY IT OR OBTAINED BY IT IN THE FUTURE AND ALL
CERTIFICATES REPRESENTING SUCH EQUITY INTERESTS (THE "PLEDGED STOCK"); PROVIDED
THAT THE PLEDGED STOCK SHALL NOT INCLUDE EXCLUDED EQUITY INTERESTS; (B)(I) THE
DEBT SECURITIES AND INTERCOMPANY LOANS AND ADVANCES LISTED OPPOSITE THE NAME OF
SUCH GRANTOR ON SCHEDULE II, (II) ANY OTHER DEBT SECURITIES, INTERCOMPANY LOANS
OR ADVANCES NOW OWNED OR OWED TO OR IN THE FUTURE ISSUED OR OWED TO SUCH GRANTOR
AND (III) ALL PROMISSORY NOTES AND OTHER INSTRUMENTS EVIDENCING SUCH DEBT
SECURITIES OR INTERCOMPANY LOANS OR ADVANCES (THE "PLEDGED DEBT SECURITIES");
(C)
SUBJECT TO SECTION 3.06, 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; (D) SUBJECT TO SECTION 3.06, ALL RIGHTS AND
PRIVILEGES OF SUCH GRANTOR WITH RESPECT TO THE SECURITIES AND OTHER PROPERTY
REFERRED TO IN CLAUSES (A), (B) AND (C) ABOVE; AND (E) ALL PROCEEDS OF ANY OF
THE FOREGOING (THE ITEMS REFERRED TO IN CLAUSES (A) THROUGH (E) 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 Collateral Agent, its successors and permitted assigns, for the ratable
benefit of the Secured Parties, forever; subject, however, to the terms,
covenants and conditions hereinafter set forth.
SECTION 3.02.
DELIVERY OF THE PLEDGED COLLATERAL.
(A)
EACH GRANTOR AGREES
PROMPTLY TO DELIVER OR CAUSE TO BE DELIVERED TO THE COLLATERAL AGENT ANY AND ALL
PLEDGED SECURITIES, EXCEPT AS OTHERWISE EXCLUDED UNDER