ANY
AND ALL RIGHT, TITLE AND INTEREST OF SUCH PLEDGOR IN AND TO THE FOLLOWING,
WHETHER NOW OWNED OR EXISTING OR OWNED, ACQUIRED, OR ARISING HEREAFTER
(COLLECTIVELY, THE "PLEDGED COLLATERAL"):
(A)
PLEDGED EQUITY INTERESTS.
100% OF THE ISSUED AND OUTSTANDING
EQUITY INTERESTS OWNED BY SUCH PLEDGOR OF EACH OTHER BORROWER AND EACH OTHER
PERSON THAT, PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT, IS REQUIRED TO
BECOME A BORROWER (A LIST OF BORROWERS AND THE EQUITY INTERESTS THEREOF OWNED BY
THE RESPECTIVE PLEDGORS AS OF THE CLOSING DATE IS SET FORTH ON SCHEDULE
2(A) ATTACHED HERETO) TOGETHER WITH THE CERTIFICATES (OR OTHER AGREEMENTS OR
INSTRUMENTS), IF ANY, REPRESENTING SUCH EQUITY INTERESTS AND ALL OPTIONS AND
OTHER RIGHTS, CONTRACTUAL OR OTHERWISE, WITH RESPECT THERETO (COLLECTIVELY,
TOGETHER WITH THE EQUITY INTERESTS DESCRIBED IN SECTIONS 2(B) AND 2(C) BELOW,
THE "PLEDGED EQUITY INTERESTS"), INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING:
(I)
ALL SHARES, SECURITIES, PARTNERSHIP INTERESTS, MEMBERSHIP
INTERESTS OR OTHER EQUITY INTERESTS REPRESENTING A DIVIDEND ON ANY OF THE
PLEDGED EQUITY INTERESTS, OR REPRESENTING A DISTRIBUTION OR RETURN OF CAPITAL
UPON OR IN RESPECT OF THE PLEDGED EQUITY INTERESTS, OR RESULTING FROM A STOCK
SPLIT, REVISION, RECLASSIFICATION OR OTHER EXCHANGE THEREFOR, AND ANY
SUBSCRIPTIONS, WARRANTS, RIGHTS OR OPTIONS ISSUED TO THE HOLDER OF, OR OTHERWISE
IN RESPECT OF, THE PLEDGED EQUITY INTERESTS; AND
(ii)
without affecting the obligations of the Pledgors under any
provision prohibiting such action hereunder or under the Credit Agreement, in
the event of any consolidation or merger involving the issuer of any Pledged
Equity Interests and in which such issuer is not the surviving entity, the
Equity Interests (in the applicable percentage specified in Section 2(a) above)
of the successor entity formed by or resulting from such consolidation or
merger.
(B)
ADDITIONAL SHARES.
100% (OR, IF LESS, THE FULL AMOUNT OWNED BY
SUCH PLEDGOR) OF THE ISSUED AND OUTSTANDING EQUITY INTERESTS OF ANY BORROWER
WHICH HEREAFTER DIRECTLY OR INDIRECTLY OWNS ANOTHER BORROWER (OR ANY PERSON THAT
SHOULD, PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT, HAVE BEEN MADE A
BORROWER) TOGETHER WITH THE CERTIFICATES (OR OTHER AGREEMENTS OR INSTRUMENTS),
IF ANY, REPRESENTING SUCH EQUITY INTERESTS.
(C)
PROCEEDS.
ALL PROCEEDS AND PRODUCTS OF THE FOREGOING, HOWEVER AND
WHENEVER ACQUIRED AND IN WHATEVER FORM.
Without limiting the generality of the foregoing, it is hereby specifically
understood and agreed that each Pledgor may from time to time hereafter deliver
additional shares of Equity Interests to the Administrative Agent as collateral
security for the Pledgor Obligations.
Upon delivery to the Administrative
Agent, such additional Equity Interests shall be deemed to be part of the
Pledged Collateral and shall be subject to the terms of this Pledge Agreement
whether or not Schedule 2(a) is amended to refer to such additional Equity
Interests.
3.
SECURITY FOR PLEDGOR OBLIGATIONS.
THE SECURITY INTEREST CREATED
HEREBY IN THE PLEDGED COLLATERAL CONSTITUTES CONTINUING COLLATERAL SECURITY FOR
ALL OF THE FOLLOWING, WHETHER NOW
EXISTING OR HEREAFTER INCURRED (THE "PLEDGOR OBLIGATIONS"), SUBJECT, IN THE CASE
OF EACH PLEDGOR, TO